# EXHIBIT 4.13

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MAGNUM HUNTER RESOURCES, INC., as Issuer and THE SUBSIDIARY GUARANTORS party hereto
Floating Rate Convertible Senior Notes Due 2023

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INDENTURE

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DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeDated as of December 17, 2003

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CROSS-REFERENCE TABLE*

|Trust Indenture Act Section | Indenture Section
|--------------------------- | -----------------
|310                         |                  
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|311                         |                  
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|312                         |                  
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|313                         |                  
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|314                         |                  
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|315                         |                  
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|316                         |                  
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|317                         |                  
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|318                         |                  

N.A. means not applicable.

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*
This Cross-Reference Table is not part of the Indenture.

-i-

# TABLE OF CONTENTS

|                                                                                    | Page
|----------------------------------------------------------------------------------- | ----
|ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE                                |     
|                                                                                   
|Section 1.01. Definitions                                                           |     
|Section 1.02. Other Definitions                                                     |     
|Section 1.03. Incorporation by Reference of Trust Indenture Act                     |     
|Section 1.04. Rules of Construction                                                 |     
|Section 1.05. Acts of Holders                                                       |     
|                                                                                   
|ARTICLE 2 THE SECURITIES                                                            |     
|                                                                                   
|Section 2.01. Form and Dating                                                       |     
|Section 2.02. Execution and Authentication                                          |     
|Section 2.03. Registrar, Paying Agent and Conversion Agent                          |     
|Section 2.04. Paying Agent to Hold Money in Trust                                   |     
|Section 2.05. Holder Lists                                                          |     
|Section 2.06. Transfer and Exchange                                                 |     
|Section 2.07. Replacement Securities                                                |     
|Section 2.08. Outstanding Securities; Determinations of Holders' Action             |     
|Section 2.09. Temporary Securities                                                  |     
|Section 2.10. Cancellation                                                          |     
|Section 2.11. Persons Deemed Owners                                                 |     
|Section 2.12. Global Securities                                                     |     
|Section 2.13. CUSIP Numbers                                                         |     
|Section 2.14. Designation                                                           |     
|                                                                                   
|ARTICLE 3 REDEMPTION AND PURCHASES                                                  |     
|                                                                                   
|Section 3.01. Right To Redeem; Notices To Trustee                                   |     
|Section 3.02. Selection of Securities to Be Redeemed                                |     
|Section 3.03. Notice of Redemption                                                  |     
|Section 3.04. Effect of Notice of Redemption                                        |     
|Section 3.05. Deposit of Redemption Price                                           |     
|Section 3.06. Securities Redeemed in Part                                           |     
|Section 3.07. Sinking Fund                                                          |     
|Section 3.08. Purchase of Securities at Option of the Holder                        |     
|Section 3.09. Purchase of Securities at Option of the Holder upon Change in Control |     
|Section 3.10. Effect of Purchase Notice or Change in Control Purchase Notice        |     
|Section 3.11. Deposit of Purchase Price or Change in Control Purchase Price         |     
|Section 3.12. Securities Purchased in Part                                          |     
|Section 3.13. Covenant to Comply with Securities Laws upon Purchase of Securities   |     
|Section 3.14. Repayment to the Company                                              |     

-ii-

|                                                                         | 
|------------------------------------------------------------------------ | 
|ARTICLE 4 COVENANTS                                                      | 
|                                                                        
|Section 4.01. Payment of Securities                                      | 
|Section 4.02. SEC and Other Reports                                      | 
|Section 4.03. Compliance Certificate; Notice of Default                  | 
|Section 4.04. Further Instruments and Acts                               | 
|Section 4.05. Maintenance of Office or Agency                            | 
|Section 4.06. Delivery of Certain Information                            | 
|Section 4.07. Liquidated Damages                                         | 
|Section 4.08. Additional Guarantees                                      | 
|                                                                        
|ARTICLE 5 SUCCESSOR CORPORATION                                          | 
|                                                                        
|Section 5.01. When the Company May Consolidate, Merge or Transfer Assets | 
|                                                                        
|ARTICLE 6 DEFAULTS AND REMEDIES                                          | 
|                                                                        
|Section 6.01. Events of Default                                          | 
|Section 6.02. Acceleration                                               | 
|Section 6.03. Other Remedies                                             | 
|Section 6.04. Waiver of Past Defaults                                    | 
|Section 6.05. Control by Majority                                        | 
|Section 6.06. Limitation on Suits                                        | 
|Section 6.07. Rights of Holders to Receive Payment and to Convert        | 
|Section 6.08. Collection Suit by Trustee                                 | 
|Section 6.09. Trustee May File Proofs of Claim                           | 
|Section 6.10. Priorities                                                 | 
|Section 6.11. Suits                                                      | 
|Section 6.12. Waiver of Stay, Extension or Usury Laws                    | 
|                                                                        
|ARTICLE 7 TRUSTEE                                                        | 
|                                                                        
|Section 7.01. Duties of Trustee                                          | 
|Section 7.02. Rights of Trustee                                          | 
|Section 7.03. Individual Rights of Trustee                               | 
|Section 7.04. Trustee's Disclaimer                                       | 
|Section 7.05. Notice of Defaults                                         | 
|Section 7.06. Reports by Trustee to Holders                              | 
|Section 7.07. Compensation and Indemnity                                 | 
|Section 7.08. Replacement of Trustee                                     | 
|Section 7.09. Successor Trustee by Merger Etc                            | 
|Section 7.10. Eligibility; Disqualification                              | 
|Section 7.11. Preferential Collection of Claims Against Company          | 
|Section 7.12. Force Majeure                                              | 

-iii-

|                                                                                                                 | 
|---------------------------------------------------------------------------------------------------------------- | 
|ARTICLE 8 DISCHARGE OF INDENTURE                                                                                 | 
|                                                                                                                
|Section 8.01. Discharge of Liability on Securities                                                               | 
|Section 8.02. Repayment to the Company                                                                           | 
|                                                                                                                
|ARTICLE 9 AMENDMENTS                                                                                             | 
|                                                                                                                
|Section 9.01. Without Consent of Holders                                                                         | 
|Section 9.02. With Consent of Holders                                                                            | 
|Section 9.03. Compliance with Trust Indenture Act                                                                | 
|Section 9.04. Revocation and Effect of Consents                                                                  | 
|Section 9.05. Notation on or Exchange of Securities                                                              | 
|Section 9.06. Trustee to Sign Supplemental Indentures                                                            | 
|Section 9.07. Effect of Supplemental Indentures                                                                  | 
|                                                                                                                
|ARTICLE 10 CONVERSION OF THE SECURITIES                                                                          | 
|                                                                                                                
|Section 10.01. Conversion Privilege                                                                              | 
|Section 10.02. Conversion Procedure                                                                              | 
|Section 10.03. Taxes on Conversion                                                                               | 
|Section 10.04. Company to Provide Stock                                                                          | 
|Section 10.05. Adjustment of Conversion Price                                                                    | 
|Section 10.06. No Adjustment                                                                                     | 
|Section 10.07. Equivalent Adjustments                                                                            | 
|Section 10.08. Adjustment for Tax Purposes                                                                       | 
|Section 10.09. Notice of Adjustment                                                                              | 
|Section 10.10. Notice of Certain Transactions                                                                    | 
|Section 10.11. Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege | 
|Section 10.12. Trustee's Disclaimer                                                                              | 
|Section 10.13. Voluntary Reduction                                                                               | 
|Section 10.14. Conversion Value of Securities Tendered                                                           | 
|Section 10.15. Simultaneous Adjustments                                                                          | 
|                                                                                                                
|ARTICLE 11 SUBSIDIARY GUARANTEE                                                                                  | 
|                                                                                                                
|Section 11.01. Unconditional Guarantee                                                                           | 
|Section 11.02. Limitations on Guarantees                                                                         | 
|Section 11.03. Execution and Delivery of Guarantee                                                               | 
|Section 11.04. Release of a Subsidiary Guarantor                                                                 | 
|Section 11.05. Waiver of Subrogation                                                                             | 
|Section 11.06. Immediate Payment                                                                                 | 
|Section 11.07. No Set-Off                                                                                        | 
|Section 11.08. Obligations Absolute                                                                              | 
|Section 11.09. Obligations Continuing                                                                            | 
|Section 11.10. Obligations Not Reduced                                                                           | 
|Section 11.11. Obligations Reinstated                                                                            | 
|Section 11.12. Obligations Not Affected                                                                          | 
|Section 11.13. Waiver                                                                                            | 

-iv-

|                                                                              | 
|----------------------------------------------------------------------------- | 
|Section 11.14. No Obligation To Take Action Against the Company               | 
|Section 11.15. Dealing with the Company and Others                            | 
|Section 11.16. Default and Enforcement                                        | 
|Section 11.17. Amendment, Etc                                                 | 
|Section 11.18. Acknowledgment                                                 | 
|Section 11.19. Costs and Expenses                                             | 
|Section 11.20. No Merger or Waiver; Cumulative Remedies                       | 
|Section 11.21. Survival of Obligations                                        | 
|Section 11.22. Guarantee in Addition to Other Obligations                     | 
|Section 11.23. Severability                                                   | 
|Section 11.24. Successors and Assigns                                         | 
|                                                                             
|ARTICLE 12 MISCELLANEOUS                                                      | 
|                                                                             
|Section 12.01. Trust Indenture Act Controls                                   | 
|Section 12.02. Notices                                                        | 
|Section 12.03. Communication by Holders with Other Holders                    | 
|Section 12.04. Certificate and Opinion as to Conditions Precedent             | 
|Section 12.05. Statements Required in Certificate or Opinion                  | 
|Section 12.06. Separability Clause                                            | 
|Section 12.07. Rules by Trustee, Paying Agent, Conversion Agent and Registrar | 
|Section 12.08. Legal Holidays                                                 | 
|Section 12.09. Governing Law                                                  | 
|Section 12.10. No Recourse Against Others                                     | 
|Section 12.11. Successors                                                     | 
|Section 12.12. Multiple Originals                                             | 

|            |  | 
|----------- |  | 
|Exhibit A-1 |  | 
|Exhibit A-2 |  | 
|Exhibit B   |  | 
|Exhibit C   |  | 

-v-

INDENTURE
dated as of December 17, 2003 among MAGNUM HUNTER RESOURCES, INC., a Nevada corporation
(the Company), the SUBSIDIARY GUARANTORS party hereto and DEUTSCHE BANK
TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New
York (the Trustee).

Each
party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders (as defined below) of the Companys Floating Rate Convertible
Senior Notes Due 2023 (the Securities):

# ARTICLE 1

# DEFINITIONS AND
INCORPORATION BY REFERENCE

Section 1.01. Definitions.

Affiliate
has the meaning provided in Rule 405 under the Securities Act.

Agent
means any Registrar, Paying Agent, Conversion Agent or co-Registrar.

Applicable
Procedures means, with respect to any transfer or transaction involving a Global
Security or beneficial interests therein, the rules and procedures of the Depositary for
such Global Security, in each case to the extent applicable to such transaction and as in
effect from time to time.

Bankruptcy
Law means Title 11, U.S. Code or any similar federal, state, or foreign law for
the relief of debtors.

Beneficial
Owner shall be determined in accordance with Rule 13d-3 and Rule 13d-5
promulgated by the SEC under the Exchange Act or any successor provision, except that, (i)
a person shall be deemed to have Beneficial Ownership of all shares of Common
Stock that the Person has the right to acquire, whether exercisable immediately or only
after the passage of time and (ii) any percentage of Beneficial Ownership
shall be determined using the definition in clause (i) in both the numerator and the
denominator.

Board
of Directors means either the board of directors of the Company or any duly
authorized committee of such board authorized to act for it with respect to this
Indenture.

Board
Resolution means a copy of one or more resolutions, certified by an Officer of
the Company to have been duly adopted or consented to by the applicable Board of Directors
and to be in full force and effect, and delivered to the Trustee.

Business
Day means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which commercial banks are authorized or required by law, regulation
or executive order to close in the City of New York.

Capital
Stock for any corporation means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests in
(however designated) stock issued by that corporation, but excluding from all of the
foregoing any debt securities convertible into Capital Stock, whether or not such debt
securities include any right of participation with Capital Stock.

Certificated
Securities means Securities that are in the form of the Securities attached
hereto as Exhibit A-2.

Change
in Control means the occurrence of one or more of the following events:

(a)       
          any sale, lease, exchange or other transfer (in one transaction or a series of
          related transactions) of all or substantially all of the assets of the Company,
          to any Person or group of related persons, as defined in Section 13(d) of the
          Exchange Act (a Group);

(b)       
          the approval by the holders of the Capital Stock of the Company of any plan or
          proposal for the liquidation or dissolution of the Company, whether or not
          otherwise in compliance with this Indenture;

(c)       
          any Person or Group, other than the Company, any Subsidiary of the Company or
          any employee benefit plan of the Company or any such Subsidiary, becomes the
          Beneficial Owner or owner of record, directly or indirectly, of shares of
          Capital Stock of the Company entitling such Person to exercise in excess of 50%
          of the aggregate ordinary voting power of all shares of Voting Stock of the
          Company; or

(d)       
          the first day on which a majority of the members of the Board of Directors of
          the Company are not Continuing Directors.

Common
Stock shall mean shares of the Companys Common Stock, $.002 par value per
share, as they exist on the date of this Indenture or any other shares of Capital Stock of
the Company into which the Common Stock shall be reclassified or changed.

Common
Stock Price on any date means the closing sale price per share (or if no closing
sale price is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average ask prices) on such date for
the Companys Common Stock as reported in composite transactions on the principal
United States securities exchange on which the Companys Common Stock is traded or,
if its Common Stock is not listed on a United States national or regional securities
exchange, as reported by The NASDAQ System.

Company
means the party named as the Company in the first paragraph of this Indenture
until a successor replaces it pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any
subsequent successor or successors.

Company
Order means a written request or order signed in the name of the Company by any
two Officers.

Continuing
Directors means, as of any date of determination, any member of the Board of
Directors who (a) was a member of the Board of Directors as of the date hereof or (b) was
nominated for election or elected to the Board of Directors with the approval of a
majority of the Continuing Directors who were members of the Board of Directors at the
time of such nomination or election.

Conversion
Price means $12.19 per share of Common Stock as of the date of this Indenture,
subject to the adjustments described in Section 10.05 hereof.

Conversion
Rate means the number of shares of the Companys Common Stock equal to
$1,000 divided by the Conversion Price, which shall be approximately 82.0345 as of the
date of this Indenture, subject to the adjustments described in Section 10.05 hereof.

Corporate
Trust Office means the office of the Trustee at which at any time the trust
created by this Indenture shall be administered, which office at the date hereof is
located at 60 Wall Street, 27th Floor, New York, New York 10005, Attention:
Corporate Trust & Agency Services, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate
trust office of any successor Trustee (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Company).

Default
means any event which is, or after notice or passage of time or both would be, an Event of
Default.

Enterprise
Value means, as of any date of calculation, an amount equal to (i) the product
of (A) the Common Stock Price on the immediately preceding Trading Day and (B) the
aggregate number of shares of Common Stock outstanding on the immediately preceding
Trading Day, plus (ii) the aggregate amount of outstanding indebtedness of the Company and
its subsidiaries on a consolidated basis, as determined in accordance with GAAP, on the
immediately preceding Trading Day, plus (iii) the aggregate amount recorded as outstanding
preferred stock of the Company and its subsidiaries on a consolidated basis, as determined
in accordance with GAAP, on the immediately preceding Trading Day, minus (iv) the
aggregate amount of cash and cash equivalents held by the Company and its subsidiaries on
a consolidated basis on the immediately preceding Trading Day.

Exchange
Act means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, as in effect from time to time.

GAAP
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States, which are in effect from time
to time.

Global
Securities means Securities that are in the form of the Security attached hereto
as Exhibit A-1.

Guarantee
means the guarantee of the obligations under this Indenture and the Securities by each of
the Subsidiary Guarantors as set forth in Article 11 hereof.

Holder
or Securityholder means a Person in whose name a Security is registered
on the Registrars books.

Indenture
means this Indenture, as amended or supplemented from time to time in accordance with the
terms hereof, including the provisions of the TIA that are deemed to be a part hereof.

Initial
Purchasers shall mean Deutsche Bank Securities Inc., Banc of America Securities
LLC, BNP Paribas Securities Corp., CIBC World Markets Corp., Harris Nesbitt Corp. and
Scotia Capital (USA) Inc.

Interest
Adjustment Date means March 15, June 15, September 15 and December 15 of each
year, commencing March 15, 2004; provided that, if any Interest Adjustment Date
would otherwise be a day that is not a London banking day, such Interest Adjustment Date
shall be postponed to the next succeeding London banking day, except, if such London
banking day falls in the next succeeding calendar month, such Interest Adjustment Date
will be the immediately preceding London banking day.

Issue
Date of any Security means the date on which the Security was originally issued
or deemed issued as set forth on the face of the Security.

LIBOR
Determination Date means the second London banking day preceding the related
Interest Adjustment Date.

Liquidated
Damages has the meaning set forth in the Registration Rights Agreement dated as
of December 17, 2003 among the Company, the Subsidiary Guarantors and Deutsche Bank
Securities Inc. and Banc of America Securities LLC, as representatives of the Initial
Purchasers.

London
banking day means a day on which commercial banks are open for business,
including dealings in United States dollars, in London, England.

Market
Price means the average of the Common Stock Prices for 20 consecutive Trading
Days commencing 30 Trading Days before the record date with respect to any distribution,
issuance or other event requiring such computation, appropriately adjusted (as determined
in good faith by the Board of Directors of the Company, whose determination shall be
conclusive) to take into account the occurrence, during the period commencing on the first
of such 20 consecutive Trading Days and ending on such record date, of any event requiring
adjustment of the Conversion Price under this Indenture.

Moneyline
Telerate Page 3750 means the display on Moneyline Telerate (or any successor
service) on such page (or any other page as may replace such page on such service) or such
other service or services as may be nominated by the British Bankers Association as
the information vendor for the purpose of displaying the London interbank rates of major
banks for United States dollars.

Obligations
means all obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation under which
any indebtedness is created, evidenced or secured, including in the case of the
Securities, Liquidated Damages, if any.

Offering
Memorandum means the offering memorandum of the Company dated December 11, 2003
relating to the offering of the Securities.

Officer
means, with respect to any Person, the Chairman and Chief Executive Officer, the
President, any Vice President (whether or not such is preceded by any modifier such as
Executive, Senior or the like), the Chief Financial Officer, the
Treasurer, the Controller or the Secretary of such Person or any other officer designated
by the board of directors of such Person serving in a similar capacity; provided
that the designation of any such Officer by the Board of Directors of the Company shall be
evidenced in a Board Resolution.

Officers
Certificate means a written certificate containing the information specified in
Sections 12.04 and 12.05, signed in the name of the Company by any two Officers, and
delivered to the Trustee. An Officers Certificate given pursuant to Section 4.03
shall be signed by the principal executive officer, principal financial officer or the
principal accounting officer of the Company but need not contain the information specified
in Sections 12.04 and 12.05.

Opinion
of Counsel means a written opinion containing the information specified in
Section 12.04 and 12.05, from legal counsel who is acceptable to the Trustee in its
reasonable discretion. The counsel may be an employee of, or counsel to, the Company or
the Trustee.

Person
or Persons means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision thereof or
other entity.

Redemption
Date or Redemption Dates shall mean the date specified for
redemption of the Securities in accordance with the terms of the Securities and this
Indenture.

Redemption
Price or Redemption Prices shall have the meaning set forth
in paragraph 5 of the Securities.

Responsible
Officer shall mean, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant
vice president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those performed by
the Persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of such persons knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the administration of
this Indenture.

Rule
144A means Rule 144A under the Securities Act (or any successor provision), as
it may be amended from time to time.

SEC
means the Securities and Exchange Commission.

Security
or Securities means any of the Companys Floating Rate Convertible
Senior Notes Due 2023, as amended or supplemented from time to time, issued under this
Indenture.

Securities
Act means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, as in effect from time to time.

Securityholder
or Holder means a Person in whose name a Security is registered on the
Registrars books.

Significant
Subsidiary has the meaning ascribed to such term in Regulation S-X (17 CFR Part
210).

Stated
Maturity, when used with respect to any Security, means the date specified in
such Security as the fixed date on which an amount equal to the principal amount of such
Security is due and payable.

Subsidiary
means, with respect to any Person, (i) any corporation of which the outstanding
Capital Stock having at least a majority of the votes entitled to be cast in the election
of directors under ordinary circumstances (determined without regard to any classification
of directors) shall at the time be owned, directly or indirectly, by such Person,
(ii) any other Person (other than a partnership) of which at least a majority of the
voting interest under ordinary circumstances is at the time, directly or indirectly, owned
by such Person or (iii) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person or
(b) the only general partners of which are such Person or one or more Subsidiaries of
such Person (or any combination thereof).

Subsidiary
Guarantor means (i) each Subsidiary of the Company listed on the signature pages
hereto and (ii) any Subsidiary of the Company that provides a Guarantee with respect to
the Securities pursuant to a supplemental indenture hereto; provided that any
Person constituting a Subsidiary Guarantor as described above shall cease to constitute a
Subsidiary Guarantor when its Guarantee is released in accordance with the terms of this
Indenture.

3-month
LIBOR, as determined by the Trustee, means with respect to any LIBOR
Determination Date:

| | (i)       
               the rate for three-month deposits in United States dollars commencing on the
               related Interest Adjustment Date, that appears on the Moneyline Telerate Page
               3750 as of 11:00 a.m., London time, on the LIBOR Determination Date, or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               if no rate appears on the particular LIBOR Determination Date on the Moneyline
               Telerate Page 3750, the rate calculated by the Trustee as the arithmetic mean of
               at least two offered quotations obtained by the Trustee after requesting the
               principal London offices of each of four major reference banks in the London
               interbank market to provide the Trustee with its offered quotation for deposits
               in United States dollars for the period of three months, commencing on the
               related Interest Adjustment Date, to prime banks in the London interbank market
               at approximately 11:00 a.m., London time, on that LIBOR Determination Date and
               in a principal amount that is representative for a single transaction in United
               States dollars in that market at that time, or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               if fewer than two offered quotations referred to in clause (ii) are provided as
               requested, the rate calculated by the Trustee as the arithmetic mean of the
               rates quoted at approximately 11:00 a.m., New York time, on the particular LIBOR
               Determination Date by three major banks in the City of New York selected by the
               Trustee for loans in United States dollars to leading European banks for a
               period of three months commencing on the related Interest Adjustment Date, and
               in a principal amount that is representative for a single transaction in United
               States dollars in that market at that time, or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               if the banks so selected by the Trustee are not quoting as mentioned in clause
               (iii), 3-month LIBOR in effect on the preceding LIBOR Determination Date (or
               1.17000% per annum in the case of the Interest Adjustment Date on March 15,
               2004).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

TIA
means the Trust Indenture Act of 1939 as in effect on the date of this Indenture,
provided that in the event the TIA is amended after such date, TIA means, to the
extent required by any such amendment, the TIA as so amended.

Trading
Day means any regular or abbreviated trading day of The New York Stock Exchange.

Trading Price
of the Securities on any date of determination means the average of the
secondary market bid quotations per $1,000 principal amount of Securities obtained by the
Trustee for $5,000,000 principal amount of the Securities at approximately 3:30 p.m., New
York City time, on such determination date from three independent nationally recognized
securities dealers the Company selects, which may include any of the Initial Purchasers;
provided that if at least three such bids cannot reasonably be obtained by the
Trustee, but two such bids are obtained, then the average of the two bids shall be used,
and if only one such bid can reasonably be obtained by the Trustee, this one bid shall be
used. If the Trustee cannot reasonably obtain at least one such bid or, in the
Companys reasonable judgment, the bid quotations are not indicative of the secondary
market value of the Securities, then the Trading Price of the Securities will be
determined in good faith by the Trustee, taking into account in such determination such
factors as it, in its sole discretion after consultation with the Company, deems
appropriate.

Trustee
means the party named as the Trustee in the first paragraph of this
Indenture until a successor replaces it pursuant to the applicable provisions of this
Indenture and, thereafter, shall mean such successor. The foregoing sentence shall
likewise apply to any subsequent such successor or successors.

Voting
Stock of a Person means Capital Stock of such Person of the class or classes
pursuant to which the holders thereof have the general voting power under ordinary
circumstances (determined without regard to any classification of directors) to elect at
least a majority of the board of directors, managers or trustees of such Person
(irrespective of whether or not at the time Capital Stock of any other class or classes
shall have or might have voting power by reason of the happening of any contingency).

Section 1.02. Other
Definitions.

|Term                                | Defined in Section:
|----------------------------------- | -------------------
|Acceleration Notice                 |                    
|Act                                 |                    
|Agent Members                       |                    
|Authenticating Agent                |                    
|Change in Control Purchase Date     |                    
|Change in Control Purchase Price    |                    
|Change in Control Purchase Notice   |                    
|Company Change in Control Notice    |                    
|Company Notice                      |                    
|Company Notice Date                 |                    
|Conversion Agent                    |                    
|Conversion Date                     |                    
|Conversion Price                    |                    
|Conversion Value                    |                    
|Depositary                          |                    
|Determination Date                  |                    
|DTC                                 |                    
|Event of Default                    |                    
|Ex-Dividend Date                    |                    
|Expiration Time                     |                    
|Legal Holiday                       |                    
|Net Share Amount                    |                    
|Paying Agent                        |                    
|Payment Default                     |                    
|Principal Return                    |                    
|Pre-Dividend Sale Price             |                    
|Principal Value Conversion          |                    
|Purchase Date                       |                    
|Purchase Notice                     |                    
|Purchase Price                      |                    
|Purchased Shares                    |                    
|QIBs                                |                    
|Quarter                             |                    
|Registrar                           |                    
|Rule 144A Information               |                    
|Stockholder Rights Plan             |                    
|Ten Day Average Closing Stock Price |                    

Section 1.03. Incorporation by
Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the
TIA, the provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

Commission
means the SEC.

Indenture
Securities means the Securities.

Indenture Security
Holder means a Securityholder.

Indenture
to be Qualified means this Indenture.

Indenture Trustee
or Institutional Trustee means the Trustee.

Obligor
on the indenture securities means the Company.

All
other TIA terms used in this Indenture that are defined by the TIA, defined by a TIA
reference to another statute or defined by an SEC rule have the meanings assigned to them
by such definitions.

Section 1.04. Rules of Construction.   Unless the context otherwise requires:

(a)    
          a term has the meaning assigned to it;

(b)    
          an accounting term not otherwise defined has the meaning assigned to it in
          accordance with GAAP;

(c)    
          or is not exclusive;

(d)    
          including means including, without limitation; and

(e)    
          words in the singular include the plural, and words in the plural include the
          singular.

Section 1.05. Acts of
Holders.

(a)    
          Any request, demand, authorization, direction, notice, consent, waiver or other
          action provided by this Indenture to be given or taken by Holders may be
          embodied in and evidenced by one or more instruments of substantially similar
          tenor signed by such Holders in person or by agent duly appointed in writing;
          and, except as herein otherwise expressly provided, such action shall become
          effective when such instrument or instruments are delivered to the Trustee and,
          where it is hereby expressly required, to the Company. Such instrument or
          instruments (and the action embodied therein and evidenced thereby) are herein
          sometimes referred to as the Act of Holders signing such
          instrument or instruments. Proof of execution of any such instrument or of a
          writing appointing any such agent shall be sufficient for any purpose of this
          Indenture and conclusive in favor of the Trustee and the Company, if made in the
          manner provided in this Section.

(b)    
          The fact and date of the execution by any Person of any such instrument or
          writing may be proved by the affidavit of a witness of such execution or by a
          certificate of a notary public or other officer authorized by law to take
          acknowledgments of deeds, certifying that the individual signing such instrument
          or writing acknowledged to such officer the execution thereof. Where such
          execution is by a signer acting in a capacity other than such signers
          individual capacity, such certificate or affidavit shall also constitute
          sufficient proof of such signers authority.

The
fact and date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the Trustee deems
sufficient.

(c)    
          The ownership of Securities shall be proved by the register maintained by the
          Registrar.

(d)    
          Any request, demand, authorization, direction, notice, consent, waiver or other
          Act of the Holder of any Security shall bind every future Holder of the same
          Security and the holder of every Security issued upon the registration of
          transfer thereof or in exchange therefor or in lieu thereof in respect of
          anything done, omitted or suffered to be done by the Trustee or the Company in
          reliance thereon, whether or not notation of such action is made upon such
          Security.

(e)    
          If the Company shall solicit from the Holders any request, demand,
          authorization, direction, notice, consent, waiver or other Act, the Company may,
          at its option, by or pursuant to a Board Resolution, fix in advance a record
          date for the determination of Holders entitled to give such request, demand,
          authorization, direction, notice, consent, waiver or other Act, but the Company
          shall have no obligation to do so. If such a record date is fixed, such request,
          demand, authorization, direction, notice, consent, waiver or other Act may be
          given before or after such record date, but only the Holders of record at the
          close of business on such record date shall be deemed to be Holders for the
          purposes of determining whether Holders of the requisite proportion of
          outstanding Securities have authorized or agreed or consented to such request,
          demand, authorization, direction, notice, consent, waiver or other Act, and for
          that purpose the outstanding Securities shall be computed as of such record
          date; provided that no such authorization, agreement or consent by the
          Holders on such record date shall be deemed effective unless it shall become
          effective pursuant to the provisions of this Indenture not later than six months
          after the record date.

# ARTICLE 2

# THE SECURITIES

Section 2.01. Form and
Dating.

(a)    
          Forms. The Securities and the Trustees certificate of
          authentication shall be substantially in the forms set forth on Exhibits A-1 and
          A-2, which are a part of this Indenture and incorporated by reference herein.
          The Securities may have notations, legends or endorsements required by law,
          stock exchange rule or usage; provided that any such notation, legend or
          endorsement required by usage is in a form acceptable to the Company. The
          Company shall provide any such notations, legends or endorsements to the Trustee
          in writing. Each Security shall be dated the date of its authentication.

(b)    
          144A Global Securities. Securities offered and sold to qualified
          institutional buyers as defined in Rule 144A (QIBs) in
          reliance on Rule 144A shall be issued, initially only in the form of a Global
          Security, which shall be deposited with the Trustee at its Corporate Trust
          Office, as custodian for the Depositary and registered in the name of The
          Depository Trust Company (DTC) or the nominee thereof (such
          depositary, or any successor thereto, and any such nominee being hereinafter
          referred to as the Depositary), duly executed by the Company
          and authenticated by the Trustee as hereinafter provided.

(c)    
          Global Securities in General. Each Global Security shall represent such
          of the outstanding Securities as shall be specified therein and each shall
          provide that it shall represent the aggregate amount of outstanding Securities
          from time to time endorsed thereon and that the aggregate amount of outstanding
          Securities represented thereby may from time to time be reduced or increased, as
          appropriate, to reflect exchanges, redemptions and conversions.

Any
adjustment of the aggregate principal amount of a Global Security to reflect the amount of
any increase or decrease in the amount of outstanding Securities represented thereby shall
be made by the Trustee as required by Section 2.12 hereof and shall be made on the records
of the Trustee and the Depositary.

(d)    
          Book-Entry Provisions. The Company shall execute and the Trustee shall,
          in accordance with this Section 2.01(d), authenticate and deliver initially one
          or more Global Securities that (a) shall be registered in the name of the
          Depositary, (b) shall be delivered by the Trustee to the Depositary or pursuant
          to the Depositarys instructions and (c) shall bear legends substantially
          to the following effect:

| | UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO MAGNUM HUNTER RESOURCES, INC. (THE COMPANY) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)    
          Certificated Securities. Securities not issued as interests in the Global
          Securities will be issued in certificated form substantially in the form of
          Exhibit A-2 attached hereto.

Section 2.02. Execution and Authentication.   The Securities shall be executed on behalf of the Company by the manual or facsimile
signature of any Officer.

Securities
bearing the manual or facsimile signatures of individuals who were at the time of the
execution of the Securities the proper Officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices
prior to the authentication and delivery of such Securities or did not hold such offices
at the date of authentication of such Securities.

No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by manual
signature of an authorized signatory, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

The
Trustee may appoint an authenticating agent (the Authenticating Agent)
reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided
in the appointment, an Authenticating Agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such Authenticating Agent. An Authenticating Agent has the same
rights as an Agent to deal with the Company or with any Affiliate of the Company.

The
Trustee shall authenticate and deliver Securities for original issue in an aggregate
principal amount of up to $125,000,000 (which shall include Deutsche Bank Securities
Inc.s option to purchase additional Securities in an aggregate principal amount of
up to $25,000,000) upon a Company Order without any further action by the Company. The
aggregate principal amount of Securities outstanding at any time may not exceed the amount
set forth in the foregoing sentence, except as provided in Section 2.07.

The
Securities shall be issued only in registered form without coupons and only in
denominations of $1,000 of principal amount and any integral multiple thereof.

Section 2.03. Registrar, Paying
Agent and Conversion Agent. The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
(Registrar), an office or agency where Securities may be presented for
purchase or payment (Paying Agent) and an office or agency where
Securities may be presented for conversion (Conversion Agent). The
Registrar shall keep a register of the Securities and of their transfer and exchange. The
Company, upon prior written notice to the Trustee, may have one or more co-registrars, one
or more additional paying agents reasonably acceptable to the Trustee and one or more
additional conversion agents. The term Paying Agent includes any additional paying agent,
including any named pursuant to Section 4.05. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.05.

The
Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent,
Conversion Agent or co-registrar (other than the Trustee). Such agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall notify the
Trustee, in advance, of the name and address of any such agent. If the Company fails to
maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.

The
Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in
connection with the Securities.

Section 2.04. Paying Agent to Hold
Money in Trust. Except as otherwise provided herein, not later than 11:00 a.m. (New
York City time) on the Business Day prior to each due date of payments in respect of any
Security, the Company shall deposit with the Paying Agent a sum of money sufficient to
make such payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for the making of
payments in respect of the Securities and shall notify the Trustee of any Default by the
Company in making any such payment. At any time during the continuance of any such
Default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to
the Trustee all moneys held in trust. If the Company, a Subsidiary or an Affiliate of
either of them acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require the Paying
Agent to pay all money held by it to the Trustee and to account for any funds disbursed by
it. Upon doing so, the Paying Agent shall have no further liability for such money or
shares of Common Stock, as the case may be.

Section 2.05. Holder Lists.
The Trustee shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of Holders. If the Trustee is not
the Registrar, the Company shall cause to be furnished to the Trustee at least quarterly
on March 10, June 10, September 10 and December 10 and at such other times as the Trustee
may request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders, which list may be conclusively
relied upon by the Trustee and dated not more than 15 days prior to the time such
information is furnished; provided that the list of Holders provided on March 10,
June 10, September 10 and December 10 shall contain the list of Holders as of the
immediately preceding March 1, June 1, September 1 and December 1, respectively.

Section 2.06. Transfer
and Exchange.

(a)    
          Subject to Section 2.12 hereof, upon surrender for registration of transfer of
          any Securities, together with a written instrument of transfer satisfactory to
          the Registrar in the form affixed to the Security duly executed by the
          Securityholder or such Securityholders attorney duly authorized in
          writing, at the office or agency of the Company designated as Registrar or
          co-registrar pursuant to Section 2.03, the Company shall execute, the Subsidiary
          Guarantors shall execute the Guarantees endorsed on, and the Trustee shall
          authenticate and deliver, in the name of the designated transferee or
          transferees, one or more new Securities of any authorized denomination or
          denominations, of a like aggregate principal amount, each Security having
          endorsed thereon the Guarantees executed by the Subsidiary Guarantors. The
          Company shall not charge a service charge for any registration of transfer or
          exchange, but the Company may require payment of a sum sufficient to pay all
          taxes, assessments or other governmental charges that may be imposed in
          connection with the transfer or exchange of the Securities from the
          Securityholder requesting such transfer or exchange.

At
the option of the Holder, Securities may be exchanged for other Securities of any
authorized denomination or denominations, of a like aggregate principal amount, upon
surrender of the Securities to be exchanged, together with a written instrument of
transfer satisfactory to the Registrar duly executed by the Securityholder or such
Securityholders attorney duly authorized in writing, at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall execute, the
Subsidiary Guarantors shall execute the Guarantees endorsed on, and the Trustee shall
authenticate and deliver, the Securities that the Holder making the exchange is entitled
to receive.

The
Company shall not be required to make, and the Registrar need not register, transfers or
exchanges of Securities selected for redemption (except, in the case of Securities to be
redeemed in part, the portion thereof not to be redeemed) or any Securities in respect of
which a Purchase Notice or Change in Control Purchase Notice has been given and not
withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in
the case of Securities to be purchased in part, the portion thereof not to be purchased)
or any Securities for a period of 15 days before the mailing of a notice of redemption of
Securities to be redeemed.

(b)    
          Notwithstanding any provision to the contrary herein, so long as a Global
          Security remains outstanding and is held by or on behalf of the Depositary,
          transfers of a Global Security, in whole or in part, shall be made only in
          accordance with Section 2.12 and this Section 2.06(b). Transfers of a Global
          Security shall be limited to transfers of such Global Security in whole, or in
          part, to nominees of the Depositary or to a successor of the Depositary or such
          successors nominee.

(c)    
          Successive registrations and registrations of transfers and exchanges as
          aforesaid may be made from time to time as desired, and each such registration
          shall be noted on the register for the Securities.

(d)    
          Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the
          Trustee such information as the Trustee may reasonably require in connection
          with the delivery by such Registrar of Securities upon transfer or exchange of
          Securities.

(e)    
          No Registrar shall be required to make registrations of transfer or exchange of
          Securities during any periods designated in the text of the Securities or in
          this Indenture as periods during which such registration of transfers and
          exchanges need not be made.

(f)    
          Notwithstanding any other provision of this Indenture or the Securities, the
          Securities may not be transferred or exchanged in whole or in part other than to
          (i) the Company or a subsidiary thereof or (ii) a qualified institutional
          buyer as defined in Rule 144A, purchasing for its own account or for the
          account of a qualified institutional buyer to whom notice is given that the
          transfer or exchange is being made in reliance on Rule 144A. Whenever any
          Security is presented or surrendered for registration of transfer or for
          exchange for a Security registered in a name other than that of the Holder, such
          Security must be accompanied by a certificate in substantially the form set
          forth in Exhibit B, dated the date of such surrender and signed by the Holder of
          such Security, as to compliance with such restrictions on transfer. The
          Registrar shall not be required to accept for such registration of transfer or
          exchange any Security not so accompanied by a properly completed certificate.
          These transfer restrictions shall apply to any outstanding Security, regardless
          of whether such Security could otherwise be sold without registration under the
          Securities Act.

Section 2.07. Replacement
Securities. If any mutilated Security is surrendered to the Trustee, or the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Security, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them and each Subsidiary Guarantor
harmless, then, in the absence of notice to the Company or the Trustee that such Security
has been acquired by a protected purchaser (within the meaning of Section 8-303 of the
Uniform Commercial Code as adopted in the State of New York), the Company shall execute,
and upon the Companys written request the Trustee shall authenticate and deliver, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding and having endorsed thereon the Guarantees executed by the
Subsidiary Guarantors.

In
case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, or is about to be purchased by the Company pursuant to Article 3
hereof, the Company in its discretion may, instead of issuing a new Security, pay or
purchase such Security, as the case may be.

Upon
the issuance of any new Securities under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

Every
new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or
stolen Security shall constitute an original additional contractual obligation of the
Company and the respective Subsidiary Guarantors, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be entitled to all
benefits of this Indenture equally and proportionately with any and all other Securities
duly issued hereunder.

The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.

Section 2.08. Outstanding
Securities; Determinations of Holders Action. Securities outstanding at any time
are all the Securities authenticated by the Trustee, except for those cancelled by it,
those delivered to it for cancellation pursuant to Section 2.10 and those described in
this Section 2.08 as not outstanding. A Security does not cease to be outstanding because
the Company or any Subsidiary Guarantor or any Affiliate of the Company or any Subsidiary
Guarantor holds the Security; provided that in determining whether the Holders of
the requisite principal amount of Securities have given or concurred in any request,
demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by
the Company, any Subsidiary Guarantor or any other obligor upon the Securities or any
Affiliate of the Company, any Subsidiary Guarantor or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing,
only Securities outstanding at the time of such determination shall be considered in any
such determination (including, without limitation, determinations pursuant to Articles 6
and 9).

If
a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by a
protected purchaser.

If
the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the
Business Day following a Purchase Date or a Change in Control Purchase Date, or on Stated
Maturity, money sufficient to pay amounts owed with respect to Securities payable on that
date, then immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall cease to be
outstanding and interest (including Liquidated Damages, if any) on such Securities shall
cease to accrue; provided that if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made.

If
a Security is converted in accordance with Article 10, then from and after the time of
conversion on the Conversion Date, such Security shall cease to be outstanding and
interest shall cease to accrue on such Security.

Section 2.09. Temporary
Securities. Pending the preparation of definitive Securities, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary Securities
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued, and having endorsed thereon the Guarantees substantially of the
tenor of the definitive Guarantees in lieu of which they are issued duly executed by the
Subsidiary Guarantors, and with such appropriate insertions, omissions, substitutions and
other variations as the Officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.

If
temporary Securities are issued, the Company will cause definitive Securities to be
prepared without unreasonable delay. After the preparation of definitive Securities, the
temporary Securities shall be exchangeable for definitive Securities upon surrender of the
temporary Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.03, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of authorized denominations and having endorsed thereon Guarantees of the same
tenor executed by the Subsidiary Guarantors. Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities.

Section 2.10. Cancellation.
All Securities surrendered for payment, purchase by the Company pursuant to Article 3,
conversion, redemption or registration of transfer or exchange (other than Securities
converted pursuant to Section 10.02) shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee.
The Company may not issue new Securities to replace Securities it has paid or delivered to
the Trustee for cancellation or that any Holder has converted pursuant to Article 10. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance
with the Trustees customary procedure.

Section 2.11. Persons Deemed
Owners. Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the purpose of
receiving payment of the principal amount of the Security or the payment of any Redemption
Price, Purchase Price or Change in Control Purchase Price in respect thereof, and accrued
but unpaid interest (including Liquidated Damages, if any) thereon, for the purpose of
conversion and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 2.12. Global
Securities.

(a)    
          Notwithstanding any other provisions of this Indenture or the Securities, a
          Global Security shall not be exchanged in whole or in part for a Security
          registered in the name of any Person other than the Depositary or one or more
          nominees thereof; providedthat a Global Security may be exchanged for
          Securities registered in the names of any Person designated by the Depositary in
          the event that (1) a Holder shall have so requested and complied with the
          reasonable requirements of the Trustee and the Company for indemnification and
          other documentation, (2) the Depositary has notified the Company that it is
          unwilling or unable to continue as Depositary for such Global Security or such
          Depositary has ceased to be a clearing agency registered under the
          Exchange Act, and a successor Depositary is not appointed by the Company within
          90 days, (3) the Company has provided the Depositary with written notice that it
          has decided to discontinue use of the system of book-entry transfer through the
          Depositary or any successor Depositary or (4) an Event of Default has occurred
          and is continuing with respect to the Securities. Any Global Security exchanged
          pursuant to clauses (2) or (3) above shall be so exchanged in whole and not in
          part, and any Global Security exchanged pursuant to clause (4) above may be
          exchanged in whole or from time to time in part as directed by the Depositary.
          Any Security issued in exchange for a Global Security or any portion thereof
          shall be a Global Security; provided that any such Security so issued
          that is registered in the name of a Person other than the Depositary or a
          nominee thereof shall not be a Global Security.

(b)    
          Securities issued in exchange for a Global Security or any portion thereof shall
          be issued in definitive, fully registered form, without interest coupons, shall
          have an aggregate principal amount equal to that of such Global Security or
          portion thereof to be so exchanged, shall be registered in such names and be in
          such authorized denominations as the Depositary shall designate and shall bear
          the applicable legends provided for herein. Any Global Security to be exchanged
          in whole shall be surrendered by the Depositary to the Trustee, as Registrar.
          With regard to any Global Security to be exchanged in part, either such Global
          Security shall be so surrendered for exchange or, if the Trustee is acting as
          custodian for the Depositary or its nominee with respect to such Global
          Security, the principal amount thereof shall be reduced, by an amount equal to
          the portion thereof to be so exchanged, by means of an appropriate adjustment
          made on the records of the Trustee. Upon any such surrender or adjustment, the
          Trustee shall authenticate and deliver the Security issuable on such exchange to
          or upon the order of the Depositary or an authorized representative thereof.

(c)    
          Subject to the provisions of Section 2.12(e), the registered Holder may grant
          proxies and otherwise authorize any Person, including Agent Members (as defined
          below) and Persons that may hold interests through Agent Members, to take any
          action which a holder is entitled to take under this Indenture or the
          Securities.

(d)    
          In the event of the occurrence of any of the events specified in Section
          2.12(a), the Company will promptly make available to the Trustee a reasonable
          supply of Certificated Securities in definitive, fully registered form, without
          interest coupons.

(e)    
          Neither any members of, or participants in, the Depositary (collectively, the
          Agent Members) nor any other Persons on whose behalf Agent
          Members may act shall have any rights under this Indenture with respect to any
          Global Security registered in the name of the Depositary or any nominee thereof,
          or under any such Global Security, and the Depositary or such nominee, as the
          case may be, may be treated by the Company, the Trustee and any agent of the
          Company or the Trustee as the absolute owner and holder of such Global Security
          for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
          prevent the Company, the Trustee or any agent of the Company or the Trustee from
          giving effect to any written certification, proxy or other authorization
          furnished by the Depositary or such nominee, as the case may be, or impair, as
          between the Depositary, its Agent Members and any other Person on whose behalf
          an Agent Member may act, the operation of customary practices of such Persons
          governing the exercise of the rights of a holder of any Security.

(f)    
          With respect to any Global Security, the Company, the Registrar and the Trustee
          shall be entitled to treat the Person in whose name such Global Security is
          registered as the absolute owner of such Security for all purposes of this
          Indenture, and neither the Company, the Registrar nor the Trustee shall have any
          responsibility or obligation to any Agent Members or other beneficial owners of
          the Securities represented by such Global Security. Without limiting the
          immediately preceding sentence, neither the Company, the Registrar nor the
          Trustee shall have any responsibility or obligation with respect to (1) the
          accuracy of the records of any Depositary or any other Person with respect to
          any ownership interest in any Global Security, (2) the delivery to any Person,
          other than a Holder, of any notice with respect to the Securities represented by
          a Global Security, including any notice of redemption or refunding, (3) the
          selection of the particular Securities or portions thereof to be redeemed or
          refunded in the event of a partial redemption or refunding of part of the
          Securities outstanding or (4) the payment to any Person, other than a Holder, of
          any amount with respect to the principal of, redemption premium, if any,
          purchase price or interest (including Liquidated Damages, if any) with respect
          to any Global Security.

Section 2.13. CUSIP Numbers.
The Company may issue the Securities with one or more CUSIP numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices
of redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as printed on
the Securities or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee in writing of any change in the CUSIP numbers.

Section 2.14. Designation. The
indebtedness evidenced by the Securities and the Guarantees is hereby irrevocably
designated as senior indebtedness or such other term denoting seniority for
the purposes of any other existing or future indebtedness of the Company or a Subsidiary
Guarantor, as the case may be, which the Company or such Subsidiary Guarantor, as the case
may be, makes subordinate to any senior (or such other term denoting seniority)
indebtedness of the Company or such Subsidiary Guarantor, as the case may be.

# ARTICLE 3

# REDEMPTION AND
PURCHASES

Section 3.01.  Right To Redeem; Notices To Trustee.

(a)    
          Optional Redemption. On or after December 22, 2008, the Company, at its
          option, may redeem the Securities in whole at any time or in part from time to
          time, in accordance with the provisions of paragraphs 5 and 7 of the Securities,
          for cash at the Redemption Price specified in paragraph 5 of the Securities,
          together with accrued but unpaid interest (including Liquidated Damages, if any)
          thereon, up to but not including the Redemption Date; provided that if
          the Redemption Date is on or after an interest record date, but on or prior to
          the related interest payment date, interest will be payable to the Holders in
          whose names the Securities are registered at the close of business on the
          relevant record date for payment of such interest.

(b)    
          Notice to Trustee. If the Company elects to redeem Securities pursuant to
          this Section 3.01, it shall notify the Trustee in writing of the Redemption
          Date, the principal amount of Securities to be redeemed and the Redemption
          Price. The Company shall give the notice to the Trustee provided for in this
          Section 3.01(b) by a Company Order at least 30 days but not more than 60 days
          before the Redemption Date (unless a shorter notice shall be satisfactory to the
          Trustee).

Section 3.02. Selection of
Securities to Be Redeemed. If less than all the Securities are to be redeemed, subject
to the Applicable Procedures in the case of Global Securities to be so redeemed, the
Trustee shall select the Securities to be redeemed by any method that the Trustee deems
fair and appropriate. In the event of a partial redemption, the Trustee may select for
redemption portions of the principal amount of Securities in principal amounts of $1,000
and integral multiples thereof.

Provisions
of this Indenture that apply to Securities called for redemption also apply to portions of
Securities called for redemption. The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed.

If
any Security selected for partial redemption is converted in part before termination of
the conversion right with respect to the portion of the Security so selected, the
converted portion of such Security shall be deemed (so far as possible) to be the portion
selected for redemption. Securities that have been converted during a selection of
Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of
such selection.

Section 3.03. Notice of
Redemption. At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail a notice of redemption by first-class mail, postage prepaid, to each
Holder of Securities to be redeemed.

The
notice shall identify the Securities to be redeemed and shall state:

(a)    
          the Redemption Date;

(b)    
          the Redemption Price and, to the extent known at the time of such notice the
          amount of interest (including Liquidated Damages, if any) payable on the
          Redemption Date;

(c)    
          the current Conversion Price;

(d)    
          the name and address of the Paying Agent and Conversion Agent;

(e)    
          that Securities called for redemption may be converted at any time before the
          close of business on the second Business Day immediately preceding the
          Redemption Date;

(f)    
          that Holders who want to convert Securities must satisfy the requirements set
          forth in paragraph 8 of the Securities;

(g)    
          that Securities called for redemption must be surrendered to the Paying Agent to
          collect the Redemption Price therefor, together with accrued but unpaid interest
          (including Liquidated Damages, if any) thereon;

(h)    
          if fewer than all the outstanding Securities are to be redeemed, the certificate
          numbers, if any, and principal amounts of the particular Securities to be
          redeemed;

(i)    
          that, unless the Company defaults in making such payment, interest (including
          Liquidated Damages, if any) on Securities called for redemption will cease to
          accrue on and after the Redemption Date and the Securities will cease to be
          convertible; and

(j)    
          the CUSIP number of the Securities called for redemption.

At
the Companys request, the Trustee shall give the notice of redemption in the
Companys name and at the Companys expense; provided that the Company
makes such request at least five Business Days prior to the date by which such notice of
redemption must be given to Holders in accordance with this Section 3.03 and the Company
provides the Trustee with all information required for such notice of redemption.

Section 3.04. Effect of Notice of
Redemption. Once notice of redemption is given, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price stated in the
notice, together with accrued but unpaid interest (including Liquidated Damages, if any)
thereon, except for Securities which are converted in accordance with the terms of this
Indenture. Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice, together with accrued but unpaid interest
(including Liquidated Damages, if any) thereon, up to but not including the Redemption
Date.

Section 3.05. Deposit of
Redemption Price. Prior to 11:00 a.m. (New York City time) on the Redemption Date, the
Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an
Affiliate of either of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the aggregate Redemption Price of all Securities to be redeemed on that
date, together with accrued but unpaid interest (including Liquidated Damages, if any)
thereon, up to but not including the Redemption Date, other than Securities or portions of
Securities called for redemption that on or prior thereto have been delivered by the
Company to the Trustee for cancellation or have been converted. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that purpose
because of conversion of Securities pursuant to Article 10. If such money is then held by
the Company in trust and is not required for such purpose, it shall be discharged from
such trust.

Section 3.06. Securities Redeemed
in Part. Upon surrender of a Security that is redeemed in part, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder, without service
charge, a new Security or Securities, of any authorized denomination as requested by such
Holder in aggregate principal amount equal to, and in exchange for, the unredeemed portion
of the principal amount of the Security surrendered.

Section 3.07.     Sinking Fund.  There shall be no sinking fund provided for the Securities.

Section 3.08.     Purchase of Securities at Option of the Holder.

(a)    
          Securities shall be purchased by the Company in accordance with the provisions
          of paragraph 6 of the Securities on December 15, 2008, December 15, 2013 and
          December 15, 2018 (each, a Purchase Date) at a purchase price
          in cash per Security equal to 100% of the aggregate principal amount of the
          Security (the Purchase Price), together with accrued but
          unpaid interest (including Liquidated Damages, if any) thereon, up to but not
          including the Purchase Date.

Purchases
of Securities hereunder shall be made, at the option of the Holder thereof, upon:

| | (i) | delivery to the Company and the Paying Agent by the Holder of a written notice
               of purchase (a Purchase Notice) at any time from the opening
               of business on the date that is 30 Business Days prior to the Purchase Date
               until the close of business on the Business Day prior to such Purchase Date
               stating:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (A) | if Certificated Securities have been issued, the certificate number of the
               Security which the Holder will deliver to be purchased, or if not certificated,
               the notice must comply with the Applicable Procedures;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | the portion of the principal amount of the Security which the Holder will
               deliver to be purchased, which portion must be in principal amounts of $1,000 or
               an integral multiple thereof; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (C) | that such Security shall be purchased as of the Purchase Date pursuant to the
               terms and conditions specified in paragraph 6 of the Securities and in this
               Indenture; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | delivery or book-entry transfer of such Security to the Paying Agent prior to,
               on or after the Purchase Date (together with all necessary endorsements) at the
               offices of the Paying Agent, such delivery being a condition to receipt by the
               Holder of the Purchase Price therefor, together with accrued but unpaid interest
               (including Liquidated Damages, if any); provided that such Purchase
               Price, together with accrued but unpaid interest (including Liquidated Damages,
               if any), shall be so paid pursuant to this Section 3.08 only if the Security so
               delivered to the Paying Agent shall conform in all respects to the description
               thereof in the related Purchase Notice, as determined by the Company in its sole
               discretion.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company shall purchase from the Holder thereof, pursuant to this Section 3.08, a portion
of a Security if the principal amount of such portion is $1,000 or an integral multiple of
$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also
apply to the purchase of such portion of such Security.

Any
purchase by the Company contemplated pursuant to the provisions of this Section 3.08 shall
be consummated by the delivery of the consideration to be received by the Holder promptly
following the later of the Purchase Date and the time of delivery or book-entry transfer
of the Security.

Notwithstanding
anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase
Notice contemplated by this Section 3.08(a) shall have the right to withdraw such Purchase
Notice at any time prior to the close of business on the Purchase Date by delivery of a
written notice of withdrawal to the Paying Agent at the principal office of the Paying
Agent in accordance with Section 3.10.

The
Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice
or written notice of withdrawal thereof.

(b)    
          Company Notice. In connection with any purchase of Securities pursuant to
          Section 3.08 or 3.09, the Company shall give written notice of the Purchase Date
          or Change in Control Purchase Date, as applicable, to the Holders (the
          Company Notice). The Company Notice shall be sent by
          first-class mail to the Trustee and to each Holder not less than 30 Business
          Days prior to any Purchase Date (the Company Notice Date) or
          not more than 30 days after the occurrence of a Change in Control, as the case
          may be. Each Company Notice shall include a form of Purchase Notice or Change in
          Control Purchase Notice, as applicable, to be completed by a Holder and shall
          state:

(i)       
          the Purchase Price, Change in Control Purchase Price, Conversion Price and, to
          the extent known at the time of such notice, the amount of Liquidated Damages,
          if any, that will be payable with respect to the Securities on the Purchase
          Date;

(ii)       
          the name and address of the Paying Agent and the Conversion Agent;

(iii)       
          that Securities as to which a Purchase Notice or Change in Control Purchase
          Notice has been given may be converted only if the applicable Purchase Notice or
          Change in Control Purchase Notice has been withdrawn in accordance with the
          terms of this Indenture;

(iv)       
          that Securities must be surrendered to the Paying Agent to collect payment of
          the Purchase Price or Change in Control Purchase Price and accrued but unpaid
          interest and Liquidated Damages, if any;

(v)       
          that the Purchase Price or Change in Control Purchase Price for any Securities
          as to which a Purchase Notice or Change in Control Purchase Notice has been
          given and not withdrawn, together with any accrued Liquidated Damages payable
          with respect thereto, shall be paid promptly following the later of the Purchase
          Date or Change in Control Purchase Date and the time of surrender of such
          Securities as described in (iv);

(vi)       
          the procedures the Holder must follow under Section 3.08 or Section 3.09, as the
          case may be;

(vii)       
          briefly, the conversion rights of the Securities;

(viii)       
          that, unless the Company defaults in making payment of such Purchase Price or
          Change in Control Purchase Price, interest (including Liquidated Damages, if
          any) on Securities covered by any Purchase Notice or Change in Control Purchase
          Notice will cease to accrue on and after the Purchase Date or Change in Control
          Purchase Date;

(ix)       
          the CUSIP number of the Securities; and

(x)       
          the procedures for withdrawing a Purchase Notice or Change in Control Purchase
          Notice (as specified in Section 3.10).

At
the Companys request, which shall be made at least five Business Days prior to the
date by which the Company Notice must be given to the Holders in accordance with this
Section 3.08, and at the Companys expense, the Trustee shall give the Company Notice
in the Companys name; provided that, in all cases, the text of the Company
Notice shall be prepared by the Company.

Section 3.09.     Purchase of Securities at Option of the Holder upon Change in Control.

(a)    
          If at any time that Securities remain outstanding there shall have occurred a
          Change in Control, Securities shall be repurchased by the Company, at the option
          of the Holder thereof, at a purchase price in cash (the Change in
          Control Purchase Price) equal to the principal amount of such
          Securities plus accrued but unpaid interest (including Liquidated Damages, if
          any) thereon, up to but not including the date (the Change in Control
          Purchase Date) fixed by the Company that is not less than 30 days nor
          more than 45 days after the date the Company Change in Control Notice (as
          defined below) is given, subject to satisfaction by or on behalf of the Holder
          of the requirements set forth in Section 3.09(c); provided that if the
          Change in Control Purchase Date is on or after an interest record date but on or
          prior to the related interest payment date, interest and Liquidated Damages, if
          any, will be payable to the Holders in whose names the Securities are registered
          at the close of business on the relevant record date.

(b)    
          The Company, or at its request (which must be received by the Trustee at least
          three Business Days (or such lesser period as agreed to by the Trustee) prior to
          the date the Trustee is requested to give such notice as described below) the
          Trustee, in the name of and at the expense of the Company, shall mail to all
          Holders of record of the Securities a notice (a Company Change in
          Control Notice) of the occurrence of a Change in Control and of the
          repurchase right arising as a result thereof not more than 30 days after the
          occurrence of such Change in Control. The Company shall promptly furnish to the
          Trustee a copy of such notice, and such notice shall contain the information
          described in Section 3.08(b).

(c)    
          For a Security to be so repurchased at the option of the Holder, the Paying
          Agent must receive such Security with the form entitled Option to Elect
          Repurchase Upon a Change in Control (a Change in Control Purchase
          Notice) on the reverse thereof duly completed, together with such
          Security duly endorsed for transfer, on or before the Change in Control Purchase
          Date. All questions as to the validity, eligibility (including time of receipt)
          and acceptance of any Security for redemption shall be determined by the
          Company, whose determination shall be final and binding.

The
Company shall purchase from the Holder thereof, pursuant to this Section 3.09, a portion
of a Security if the principal amount of such portion is $1,000 or an integral multiple of
$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also
apply to the purchase of such portion of such Security.

Any
purchase by the Company contemplated pursuant to the provisions of this Section 3.09 shall
be consummated by the delivery of the consideration to be received by the Holder promptly
following the later of the Change in Control Purchase Date and the time of delivery of the
Security to the Paying Agent in accordance with this Section 3.09.

Notwithstanding
anything herein to the contrary, any Holder delivering to the Paying Agent the Change in
Control Purchase Notice contemplated by this Section 3.09(c) shall have the right to
withdraw such Change in Control Purchase Notice at any time prior to the close of business
on the Change in Control Purchase Date by delivery of a written notice of withdrawal to
the Paying Agent in accordance with Section 3.10.

The
Paying Agent shall promptly notify the Company of the receipt by it of any Change in
Control Purchase Notice or written withdrawal thereof.

Notwithstanding
anything herein to the contrary, the Companys obligations pursuant to this Section
3.09 shall be satisfied if a third party makes an offer to repurchase outstanding
Securities after a Change in Control in the manner and at the times and otherwise in
compliance in all material respects with the requirements of this Section 3.09 and
purchases all Securities properly tendered and not withdrawn pursuant to the requirements
of this Section 3.09.

Section 3.10. Effect of Purchase
Notice or Change in Control Purchase Notice. Upon receipt by the Paying Agent of the
Purchase Notice or Change in Control Purchase Notice specified in Section 3.08(a) or
Section 3.09(c), as applicable, the Holder of the Security in respect of which such
Purchase Notice or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn as
specified in the following two paragraphs) thereafter be entitled to receive solely the
Purchase Price or Change in Control Purchase Price, together with accrued but unpaid
interest (including Liquidated Damages, if any) thereon, to but not including the Purchase
Date or Change in Control Purchase Date, as the case may be, with respect to such
Security. Such Purchase Price or Change in Control Purchase Price, together with accrued
but unpaid interest (including Liquidated Damages, if any) thereon, to but not including
the Purchase Date or Change in Control Purchase Date, as the case may be, shall be paid to
such Holder, subject to receipt of funds by the Paying Agent, promptly following the later
of (x) the Purchase Date or the Change in Control Purchase Date, as the case may be, with
respect to such Security (provided that the conditions in Section 3.08 or Section
3.09, as applicable, have been satisfied) and (y) the time of delivery or book-entry
transfer of such Security to the Paying Agent by the Holder thereof in the manner required
by Section 3.08 or Section 3.09(c), as applicable. Securities in respect of which a
Purchase Notice or Change in Control Purchase Notice, as the case may be, has been given
by the Holder thereof may not be converted pursuant to Article 10 hereof on or after the
date of the delivery of such Purchase Notice or Change in Control Purchase Notice, as the
case may be, unless such Purchase Notice or Change in Control Purchase Notice, as the case
may be, has first been validly withdrawn as specified in the following two paragraphs.

A
Purchase Notice or Change in Control Purchase Notice, as the case may be, may be withdrawn
by means of a written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Purchase Notice or Change in Control Purchase Notice, as the case may
be, at any time prior to the close of business on the Purchase Date or the Change in
Control Purchase Date, as the case may be, specifying:

| | (i) | if Certificated Securities have been issued, the certificate number of the
               Security in respect of which such notice of withdrawal is being submitted, or if
               not certificated, the notice must comply with the Applicable Procedures;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the principal amount of the Security with respect to which such notice of
               withdrawal is being submitted; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------

| | (iii) | the principal amount, if any, of such Security which remains subject to the
               original Purchase Notice or Change in Control Purchase Notice, as the case may
               be, and which has been or will be delivered for purchase by the Company.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There
shall be no purchase of any Securities pursuant to Section 3.08 or Section 3.09 or
redemption pursuant to Section 3.01 if an Event of Default (other than a default in the
payment of the Purchase Price or Change in Control Purchase Price, as the case may be) has
occurred prior to, on or after, as the case may be, the giving by the Holders of such
Securities of the required Purchase Notice or Change in Control Purchase Notice, or the
giving by the Company of the notice of redemption, as the case may be, and such Event of
Default is continuing. The Paying Agent will promptly return to the respective Holders
thereof any Securities (x) with respect to which a Purchase Notice or Change in Control
Purchase Notice, as the case may be, has been withdrawn in compliance with this Indenture,
or (y) held by it during the continuance of an Event of Default (other than a default in
the payment of the Purchase Price or Change in Control Purchase Price, as the case may be)
in which case, upon such return, the Purchase Notice or Change in Control Purchase Notice
with respect thereto shall be deemed to have been withdrawn.

Section 3.11. Deposit of Purchase
Price or Change in Control Purchase Price. Prior to 11:00 a.m. (New York City time)
on the Business Day prior to the Purchase Date or the Change in Control Purchase Date, as
the case may be, the Company shall deposit with the Trustee or with the Paying Agent (or,
if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying
Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of money
(in immediately available funds if deposited on such Business Day) sufficient to pay the
aggregate Purchase Price or Change in Control Purchase Price, as the case may be, together
with accrued but unpaid interest (including Liquidated Damages, if any) thereon, to but
not including the Purchase Date or Change in Control Purchase Date, as the case may be, of
all the Securities or portions thereof which are to be purchased as of the Purchase Date
or Change in Control Purchase Date, as the case may be.

Section 3.12. Securities Purchased
in Part. Any Certificated Security that is to be purchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or such Holders
attorney duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge, a new
Security or Securities, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the portion of the principal
amount of the Security so surrendered which is not purchased.

Section 3.13. Covenant to Comply
with Securities Laws upon Purchase of Securities. When complying with the provisions
of Sections 3.08 or 3.09 hereof (provided that such offer or purchase constitutes
an issuer tender offer for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of such offer
or purchase), the Company shall (i) comply in all material respects with Rule 13e-4 and
Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any successor
schedule, form or report) under the Exchange Act, and (iii) otherwise comply in all
material respects with all federal and state securities laws so as to permit the rights
and obligations under Sections 3.08 or 3.09 to be exercised in the time and in the manner
specified in Sections 3.08 or 3.09.

Section 3.14. Repayment to the
Company. The Trustee and the Paying Agent shall return to the Company upon written
direction any cash that remains unclaimed as provided in paragraph 11 of the Securities,
together with interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)), held by them for the payment of the Purchase Price or Change in Control Purchase
Price, as the case may be, and accrued but unpaid interest (including Liquidated Damages,
if any) thereon; provided that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 3.11 exceeds the aggregate Purchase Price or
Change in Control Purchase Price, as the case may be, of the Securities or portions
thereof which the Company is obligated to purchase as of the Purchase Date or Change in
Control Purchase Date, as the case may be, and accrued but unpaid interest (including
Liquidated Damages, if any) thereon, then, unless otherwise agreed in writing with the
Company, promptly after the Business Day following the Purchase Date or Change in Control
Purchase Date, as the case may be, the Trustee shall return any such excess to the Company
together with interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)).

# ARTICLE 4

# COVENANTS

Section 4.01. Payment of
Securities. The Company shall promptly make all payments in respect of the Securities
on the dates and in the manner provided in the Securities or pursuant to this Indenture.
Any amounts to be given to the Trustee or Paying Agent, as the case may be, shall be
deposited with the Trustee or Paying Agent, as the case may be, by 11:00 a.m. (New York
City time), on the dates required pursuant to Section 2.04 hereof. Interest installments,
Liquidated Damages, principal amount, Redemption Price, Purchase Price, Change in Control
Purchase Price and interest, if any, due on overdue amounts shall be considered paid on
the applicable date due if at 11:00 a.m. (New York City time) on such date (or, in the
case of a Purchase Price or Change in Control Purchase Price, on the Business Day prior to
the applicable Purchase Date or Change in Control Purchase Date, as the case may be), the
Trustee or the Paying Agent, as the case may be, holds, in accordance with this Indenture,
money sufficient to pay all such amounts then due.

The
Company shall, to the extent permitted by law, pay interest on overdue amounts at the rate
per annum set forth in paragraph 1 of the Securities, compounded quarterly, which interest
shall accrue from the date such overdue amount was originally due to the date payment of
such amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue amounts shall
be in addition to the continued accrual of interest on the Securities.

Section 4.02. SEC and Other
Reports. The Company shall file with the Trustee, within 15 days after it files such
annual and quarterly reports, information, documents and other reports with the SEC,
copies of its annual report and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act. In the event the Company is at any time no longer subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue
to provide the Trustee with reports containing substantially the same information as would
have been required to be filed with the SEC had the Company continued to have been subject
to such reporting requirements. In such event, such reports shall be provided to the
Trustee at the times the Company would have been required to provide reports had it
continued to have been subject to such reporting requirements. In addition, the Company
shall comply with the other provisions of TIA Section 314(a).

Section 4.03. Compliance
Certificate; Notice of Default.

(a)    
          The Company shall deliver to the Trustee within 120 days after the end of each
          fiscal year of the Company (beginning with the fiscal year ending on December
          31, 2003) an Officers Certificate, stating whether or not to the best
          knowledge of the signers thereof the Company is in default in the performance
          and observance of any of the terms, provisions and conditions of this Indenture
          (without regard to any period of grace or requirement of notice provided
          hereunder), and if the Company shall be in default, specifying all such Defaults
          and the nature and status thereof of which they may have knowledge.

(b)    
          The Company shall, so long as any of the Securities are outstanding, deliver to
          the Trustee promptly, and in any event within 30 days after becoming aware of
          any Default or Event of Default under this Indenture, an Officers
          Certificate specifying such Default or Event of Default and what action the
          Company is taking or proposes to take with respect thereto. The Trustee shall
          not be deemed to have knowledge of a Default or Event of Default unless one of
          its Responsible Officers receives written notice of the Default or Event of
          Default from the Company or any of the Holders.

Section 4.04. Further Instruments
and Acts. Upon request of the Trustee, the Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purposes of this Indenture.

Section 4.05. Maintenance of
Office or Agency. The Company will maintain in the Borough of Manhattan, The City of
New York, an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent
where Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, exchange, purchase, redemption or conversion and
where notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Trustees office located at 60 Wall Street,
27th Floor, New York, New York 10005 shall initially be such office or agency
for all of the aforesaid purposes. The Company shall give prompt written notice to the
Trustee of the location, and of any change in the location, of any such office or agency
(other than a change in the location of the office or agency of the Trustee). If at any
time the Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the address of the Trustee set forth in Section
12.02. The Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided that no such
designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, the City of New York, for such
purposes.

Section 4.06. Delivery of Certain
Information. At any time when the Company is not subject to Section 13 or 15(d) of the
Exchange Act, upon the request of a Holder or any Beneficial Owner of Securities or holder
or Beneficial Owner of Common Stock delivered upon conversion thereof, the Company will
promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such
Holder or any Beneficial Owner of Securities or holder or Beneficial Owner of Common
Stock, or to a prospective purchaser of any such security designated by any such holder,
as the case may be, to the extent required to permit compliance by such Holder or holder
with Rule 144A under the Securities Act in connection with the resale of any such
security. Rule 144A Information shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act or any successor
provisions. Whether a Person is a Beneficial Owner shall be determined by the Company to
the Companys reasonable satisfaction.

Section 4.07. Liquidated
Damages. If at any time Liquidated Damages become payable by the Company pursuant to
the Registration Rights Agreement, the Company shall promptly deliver to the Trustee a
certificate to that effect and stating (i) the amount of such Liquidated Damages that are
payable and (ii) the date on which such Liquidated Damages are payable pursuant to the
terms of the Registration Rights Agreement. Unless and until a Responsible Officer of the
Trustee receives such a certificate, the Trustee may assume without inquiry that no
Liquidated Damages are payable. If the Company has paid Liquidated Damages directly to the
Persons entitled to them, the Company shall deliver to the Trustee a certificate setting
forth the particulars of such payment.

Section 4.08. Additional
Guarantees. If any of the Companys Subsidiaries that is not a Subsidiary
Guarantor becomes a guarantor of the Companys 9.6% Senior Notes due 2012 or any of
the Companys unsecured indebtedness that ranks pari passu in right of payment
with the Securities, then the Company shall cause such Subsidiary to become a Subsidiary
Guarantor. If required to become a Subsidiary Guarantor pursuant to the immediately
preceding sentence, such Subsidiary shall:

(1)       
          execute and deliver to the Trustee a supplemental indenture in form satisfactory
          to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee
          all of the Companys obligations under the Securities and the Indenture on
          the terms set forth in this Indenture; and

(2)       
          deliver to the Trustee an Opinion of Counsel that such supplemental indenture
          has been duly authorized, executed and delivered by such Subsidiary and
          constitutes a legal, valid, binding and enforceable obligation of such
          Subsidiary. Thereafter, such Subsidiary shall be a Subsidiary Guarantor for all
          purposes of the Indenture.

# ARTICLE 5

# SUCCESSOR CORPORATION

Section 5.01. When the Company May
Consolidate, Merge or Transfer Assets. The Company shall not consolidate with or merge
with or into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:

| | (i) | (1) the Company shall be the resulting or surviving corporation or (2) the
               Person (if other than the Company) formed by such consolidation or into which
               the Company is merged or the Person which acquires by conveyance, transfer or
               lease the properties and assets of the Company substantially as an entirety (a)
               shall be a corporation, limited partnership, limited liability company or other
               business entity organized and validly existing under the laws of the United
               States or any State thereof or the District of Columbia, and (b) shall expressly
               assume, by an indenture supplemental hereto, executed and delivered to the
               Trustee, in form satisfactory to the Trustee, all of the obligations of the
               Company under the Securities and this Indenture;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | immediately after giving effect to such transaction, no Event of Default and no
               Default shall have occurred and be continuing; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | the Company shall have delivered to the Trustee an Officers Certificate
               and an Opinion of Counsel, each stating that such consolidation, merger,
               conveyance, transfer or lease and, if a supplemental indenture is required in
               connection with such transaction, such supplemental indenture, comply with this
               Article 5 and that all conditions precedent herein provided for relating to such
               transaction have been satisfied.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the
properties and assets of one or more Subsidiaries (other than to the Company or another
Subsidiary), which, if such assets were owned by the Company would constitute all or
substantially all of the properties and assets of the Company, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the Company. The
successor Person formed by such consolidation or into which the Company is merged or the
successor Person to which such conveyance, transfer or lease is made shall succeed to, and
(except in the case of a lease) be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor had been
named as the Company herein; and thereafter, except in the case of a lease and except for
obligations the Company may have under a supplemental indenture pursuant to Section 9.06,
the Company shall be discharged from all obligations and covenants under this Indenture
and the Securities. Subject to Section 9.06, the Company, the Trustee and the successor
Person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor Person and such discharge and release of the Company, as
applicable.

# ARTICLE 6

# DEFAULTS AND REMEDIES

Section 6.01. Events
of Default. Subject to the provisions set forth below in this Section 6.01, each of the
following events is an Event of Default:

| | (a) | the failure to pay interest (including Liquidated Damages, if any) on any
               Securities when the same becomes due and payable and the continuation of such
               default for a period of 30 days, whether or not such failure shall be due to
               compliance with agreements with respect to any other indebtedness or any other
               reason;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | the failure to pay the principal of any Securities, when such principal becomes
               due and payable, at maturity, upon acceleration, upon redemption or otherwise
               (including the failure to make cash payments due upon conversion, an offer to
               repurchase the Securities upon a Change in Control or make a payment to purchase
               Securities tendered pursuant to a Purchase Notice or Change in Control Purchase
               Notice), whether or not such failure shall be due to compliance with agreements
               with respect to any other indebtedness or any other reason;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | the failure to provide a Company Change in Control Notice in accordance with the
               terms of Section 3.09(b) hereof;
| | --- | --------------------------------------------------------------------------------------------------------------------------------

| | (d) | a default in the observance or performance of any other covenant or agreement
               contained in this Indenture which default continues for a period of 30 days
               after the Company receives written notice specifying the default (and demanding
               that such default be remedied) from the Trustee or the beneficial Holders of at
               least 25% of the outstanding principal amount of the Securities (except in the
               case of a default with respect to Section 5.01, which will constitute an Event
               of Default with such notice requirement but without such passage of time
               requirement);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | a default under any mortgage, indenture or instrument under which there may be
               issued or by which there may be secured or evidenced any indebtedness of the
               Company or any of its Subsidiaries, or the payment of which is guaranteed by the
               Company or any of its Subsidiaries, whether such indebtedness now exists or is
               created after the issuance of the Securities, which default (i) is caused by a
               failure to pay principal of or premium, if any, or interest on such indebtedness
               after any applicable grace period provided in such indebtedness on the date of
               such default (a Payment Default) or (ii) results in the
               acceleration of such indebtedness prior to its express maturity and, in either
               such case, the principal amount of such indebtedness, together with the
               principal amount of any other such indebtedness under which there has been a
               Payment Default or the maturity of which has been so accelerated, aggregates at
               least $10,000,000;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | any Guarantee ceases to be in full force and effect or any of the Guarantees is
               declared to be null and void or invalid or unenforceable or any of the
               Subsidiary Guarantors denies or disaffirms its liability under its Guarantee
               (other than by reason of release of a Subsidiary Guarantor in accordance with
               the terms of this Indenture);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | one or more judgments in an uninsured aggregate amount in excess of $10,000,000
               shall have been rendered against the Company or any of its Subsidiaries and
               remain undischarged, unpaid or unstayed for a period of 60 days after such
               judgment or judgments become final and nonappealable;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | the Company or any of its Significant Subsidiaries pursuant to or under or
               within the meaning of any Bankruptcy Law:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------

| | (i) | commences a voluntary case or proceeding;
| | --- | -----------------------------------------

| | (ii) | consents to the entry of an order for relief against it in an involuntary case
               or proceeding;
| | ---- | ------------------------------------------------------------------------------------------------------------

| | (iii) | consents to the appointment of a custodian of it or for all or substantially all
               of its property;
| | ----- | ----------------------------------------------------------------------------------------------------------------

| | (iv) | makes a general assignment for the benefit of its creditors; or
| | ---- | ---------------------------------------------------------------

| | (v) | shall generally not pay its debts when such debts become due or shall admit in
               writing its inability to pay its debts generally; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | a court of competent jurisdiction enters an order or decree under any Bankruptcy
               Law that:
| | --- | ---------------------------------------------------------------------------------------------------------

| | (i) | is for relief against the Company or any Significant Subsidiary of the Company
               in an involuntary case or proceeding;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------

| | (ii) | appoints a custodian of the Company or any Significant Subsidiary of the Company
               for all or substantially all of its properties; or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | orders the liquidation of the Company or any Significant Subsidiary of Company;
| | ----- | -------------------------------------------------------------------------------

and in each case the order or decree
remains unstayed and in effect for 60 consecutive days.

Section 6.02. Acceleration.

(a)    
          If an Event of Default (other than an Event of Default specified in clause
          (h) or (i) of Section 6.01) shall occur and be continuing, the Trustee may,
          and at the written request of the Holders of at least 25% in principal amount of
          outstanding Securities shall, declare the principal of and accrued interest
          (including Liquidated Damages, if any) on all the Securities to be due and
          payable by notice in writing to the Company (the Acceleration
          Notice). Such notice shall specify the respective Event of Default and
          that it is a notice of acceleration. Upon the giving of an
          Acceleration Notice, the principal of and accrued but unpaid interest (including
          Liquidated Damages, if any) on all Securities shall become immediately due and
          payable. If an Event of Default specified in clause (h) or (i) of Section
          6.01 occurs and is continuing with respect to Company, then all unpaid
          Obligations on all of the outstanding Securities shall ipso factobecome
          and be immediately due and payable without any declaration or other act on the
          part of the Trustee or any Holder.

(b)    
          At any time after a declaration of acceleration with respect to the Securities
          as described in the preceding paragraph, the Holders of a majority in aggregate
          principal amount of the Securities may rescind and cancel such declaration and
          its consequences (i) if the rescission would not conflict with any judgment
          or decree, (ii) if all existing Events of Default have been cured or waived
          except nonpayment of principal or interest that has become due solely because of
          such acceleration, (iii) if interest on overdue installments of interest
          (to the extent the payment of such interest is lawful) and on overdue principal,
          which has become due otherwise than by such declaration of acceleration, has
          been paid, (iv) if the Company has paid the Trustee its reasonable
          compensation and reimbursed the Trustee for its expenses, disbursements and
          advances and (v) in the event of the cure or waiver of an Event of Default
          of the type described in clause (d) of Section 6.01, the Trustee shall have
          received an Officers Certificate and an Opinion of Counsel that such Event
          of Default has been cured or waived. No such rescission shall affect any
          subsequent Default or impair any right consequent thereto.

Section 6.03. Other Remedies.
If an Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of the principal amount of all the Securities plus accrued
but unpaid interest (including Liquidated Damages, if any) thereon, or to enforce the
performance of any provision of the Securities or this Indenture.

The
Trustee may maintain a proceeding even if the Trustee does not possess any of the
Securities or does not produce any of the Securities in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a waiver of,
or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy. All
available remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past
Defaults. The Holders of a majority in aggregate principal amount of the Securities at
the time outstanding, by notice in writing to the Trustee (and without notice to any other
Securityholder), may waive an existing Event of Default and its consequences, except (i)
an Event of Default described in Section 6.01(a) or 6.01(b), (ii) an Event of Default in
respect of a provision that under Section 9.02 cannot be amended without the consent of
each Holder affected or (iii) an Event of Default which constitutes a failure to convert
any Security in accordance with the terms of Article 10. When an Event of Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or other
Event of Default or impair any consequent right. This Section 6.04 shall be in lieu of
Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

Section 6.05. Control by
Majority. The Holders of a majority in aggregate principal amount of the Securities at
the time outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. However, the Trustee may refuse to follow any direction that conflicts with
law or this Indenture or that the Trustee determines in good faith is unduly prejudicial
to the rights of other Holders or would involve the Trustee in personal liability unless
the Trustee is offered indemnity satisfactory to it. This Section 6.05 shall be in lieu of
Section 316(a)(1)(A) of the TIA and such Section 316(a)(1)(A) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

Section 6.06.     Limitation on Suits.  A Holder may not pursue any remedy with respect to this Indenture or the Securities unless:

(a)    
          the Holder gives to the Trustee written notice stating that an Event of Default
          is continuing;

(b)    
          the Holders of at least 25% in aggregate principal amount of the Securities at
          the time outstanding make a written request to the Trustee to pursue the remedy;

(c)    
          such Holder or Holders offer to the Trustee security or indemnity satisfactory
          to the Trustee against any loss, liability or expense;

(d)    
          the Trustee does not comply with the request within 60 days after receipt of
          such notice, request and offer of security or indemnity; and

(e)    
          the Holders of a majority in aggregate principal amount of the Securities at the
          time outstanding do not give the Trustee a direction inconsistent with the
          request during such 60-day period.

A
Securityholder may not use this Indenture to prejudice the rights of any other
Securityholder or to obtain a preference or priority over any other Securityholder.

Section 6.07. Rights of Holders to
Receive Payment and to Convert. Notwithstanding any other provision of this Indenture,
the right of any Holder to receive payment of interest installments (including Liquidated
Damages, if any), the principal amount, Redemption Price, Purchase Price, Change in
Control Purchase Price or interest, if any, due on overdue amounts in respect of the
Securities held by such Holder, on or after the respective due dates expressed in the
Securities, and to convert the Securities in accordance with Article 10, or to bring suit
for the enforcement of any such payment on or after such respective dates or the right to
convert, shall not be impaired or affected adversely without the consent of such Holder.

Section 6.08. Collection Suit by
Trustee. If an Event of Default described in Section 6.01(a) or 6.01(b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company or any Subsidiary Guarantor or any other obligor upon the
Securities for the whole amount owing with respect to the Securities and the amounts
provided for in Section 7.07.

Section 6.09. Trustee May File
Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any Subsidiary Guarantor or any other obligor upon
the Securities or the property of the Company or of such Subsidiary Guarantor or of such
other obligor or their creditors, the Trustee (irrespective of whether any amounts in
respect of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any
demand on the Company or any Subsidiary Guarantor for the payment of any such amounts)
shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a)    
          to file and prove a claim for any accrued but unpaid amounts due in respect of
          the Securities, and to file such other papers or documents as may be necessary
          or advisable in order to have the claims of the Trustee (including any claim for
          the reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel or any other amounts due the Trustee under
          Section 7.07) and of the Holders allowed in such judicial proceeding, and

(b)    
          to collect and receive any moneys or other property payable or deliverable on
          any such claims and to distribute the same;

and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07.

Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10.     Priorities.  If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the
following order:

FIRST:  to the Trustee for amounts due under Section 7.07;

SECOND:
to Holders for amounts due and unpaid on the Securities and for any accrued but unpaid
interest amounts due in respect of the Securities, ratably, without preference or priority
of any kind, according to such amounts due and payable on the Securities; and

THIRD:  the balance, if any, to the Company.

The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10. At least 15 days before such record date, the Trustee shall mail to each
Securityholder and the Company a notice that states the record date, the payment date and
the amount to be paid.

Section 6.11. Suits. In any
suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee) in the
suit of an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys fees and expenses, against
any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more
than 10% in aggregate principal amount of the Securities at the time outstanding. This
Section 6.11 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 6.12. Waiver of Stay,
Extension or Usury Laws. Each of the Company and each Subsidiary Guarantor covenants
(to the fullest extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or such Subsidiary
Guarantor, as applicable, from paying all or any portion of any amounts due in respect of
the Securities, as contemplated herein, or which may affect the covenants or the
performance of this Indenture; and each of the Company and each Subsidiary Guarantor (to
the fullest extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

# ARTICLE 7

# TRUSTEE

Section 7.01. Duties of
Trustee.

| | (a) | If an Event of Default has occurred and is continuing, the Trustee shall
               exercise the rights and powers vested in it by this Indenture and use the same
               degree of care and skill in its exercise as a prudent person would exercise or
               use under the circumstances in the conduct of such persons own affairs.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Except during the continuance of an Event of Default:
| | --- | -----------------------------------------------------

| | (i) | the Trustee need perform only those duties that are specifically set forth in
               this Indenture and no others; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------

| | (ii) | in the absence of bad faith on its part, the Trustee may conclusively rely, as
               to the truth of the statements and the correctness of the opinions expressed
               therein, upon certificates or opinions furnished to the Trustee and conforming
               to the requirements of this Indenture, but in case of any such certificates or
               opinions which by any provision hereof are specifically required to be furnished
               to the Trustee, the Trustee shall examine the certificates and opinions to
               determine whether or not they conform to the requirements of this Indenture, but
               need not confirm or investigate the accuracy of mathematical calculations or
               other facts stated therein.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This
Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

| | (c) | The Trustee may not be relieved from liability for its own negligent action, its
               own negligent failure to act or its own willful misconduct, except that:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | this paragraph (c) does not limit the effect of paragraph (b) of this Section
               7.01;
| | --- | --------------------------------------------------------------------------------------------------

| | (ii) | the Trustee shall not be liable for any error of judgment made in good faith by
               a Responsible Officer unless it is conclusively determined by a court of
               competent jurisdiction that the Trustee was negligent in ascertaining the
               pertinent facts; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | the Trustee shall not be liable with respect to any action it takes or omits to
               take in good faith in accordance with a direction received by it pursuant to
               Section 6.02, 6.04 or 6.05.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 7.01(c)(i), (ii) and (iii)
shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such
Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this
Indenture, as permitted by the TIA.

(d)    
          Every provision of this Indenture that in any way relates to the Trustee is
          subject to Section 7.01(a), (b), (c), (e) and (f).

(e)    
          The Trustee may refuse to perform any duty or exercise any right or power or
          expend or risk its own funds or otherwise incur any financial liability unless
          it receives indemnity satisfactory to it against any loss, liability or expense.

(f)    
          Money held by the Trustee in trust hereunder need not be segregated from other
          funds except to the extent required by law. The Trustee (acting in any capacity
          hereunder) shall be under no liability for interest on any money received by it
          hereunder unless otherwise agreed in writing with the Company.

Section 7.02.     Rights of Trustee. Subject to its duties and responsibilities under the TIA,

(a)    
          the Trustee may conclusively rely and shall be fully protected in acting or
          refraining from acting upon any resolution, certificate, statement, instrument,
          opinion, report, notice, request, direction, consent, order, bond, debenture,
          note, other evidence of indebtedness or other paper or document reasonably
          believed by it to be genuine and to have been signed or presented by the proper
          party or parties;

(b)    
          whenever in the administration of this Indenture the Trustee shall deem it
          desirable that a matter be proved or established prior to taking, suffering or
          omitting any action hereunder, the Trustee (unless other evidence be herein
          specifically prescribed) may obtain and, in the absence of bad faith or
          negligence on its part, conclusively rely upon an Officers Certificate
          and/or an Opinion of Counsel;

(c)    
          the Trustee may execute any of the trusts or powers hereunder or perform any
          duties hereunder either directly or by or through agents, attorneys, custodians
          or nominees and the Trustee shall not be responsible for any misconduct or
          negligence on the part of any agent, attorney, custodian or nominee appointed
          with due care by it hereunder;

(d)    
          the Trustee shall not be liable for any action taken, suffered, or omitted to be
          taken by it in good faith which it reasonably believes to be authorized or
          within its rights or powers conferred under this Indenture;

(e)    
          the Trustee may consult with counsel selected by it and any advice or opinion of
          such counsel shall be full and complete authorization and protection in respect
          of any action taken or suffered or omitted by it hereunder in good faith and in
          accordance with such advice or opinion of such counsel;

(f)    
          the Trustee shall be under no obligation to exercise any of the rights or powers
          vested in it by this Indenture at the request, order or direction of any of the
          Holders, pursuant to the provisions of this Indenture, unless such Holders shall
          have offered to the Trustee security or indemnity satisfactory to it against the
          costs, expenses and liabilities which may be incurred therein or thereby;

(g)    
          any request or direction of the Company mentioned herein shall be sufficiently
          evidenced by a Company Order and any resolution of the Board of Directors shall
          be sufficiently evidenced by a Board Resolution;

(h)    
          the Trustee shall not be bound to make any investigation into the facts or
          matters stated in any resolution, certificate, statement, instrument, opinion,
          report, notice, request, direction, consent, order, bond, debenture, note, other
          evidence of indebtedness or other paper or document, but the Trustee, in its
          discretion, may make such further inquiry or investigation into such facts or
          matters as it may see fit, and, if the Trustee shall determine to make such
          further inquiry or investigation, it shall be entitled, during normal business
          hours, to examine the books, records and premises of the Company, personally or
          by agent or attorney at the sole cost of the Company and shall incur no
          liability or additional liability of any kind by reason of such inquiry or
          investigation;

(i)    
          the Trustee shall not be deemed to have notice of any Default or Event of
          Default unless a Responsible Officer of the Trustee has actual knowledge thereof
          or unless written notice of any event which is in fact such a Default is
          received by the Trustee at the Corporate Trust Office of the Trustee, and such
          notice references the Securities and this Indenture;

(j)    
          the rights, privileges, protections, immunities and benefits given to the
          Trustee, including its right to be indemnified, are extended to, and shall be
          enforceable by, the Trustee in each of its capacities hereunder (including
          Paying Agent, Registrar and Conversion Agent), and to all other Persons employed
          to act hereunder, including the Trustees officers, employees, agents and
          custodians;

(k)    
          the Trustee may request that the Company deliver an Officers Certificate
          setting forth the names of individuals and/or titles of officers authorized at
          such time to take specified actions pursuant to this Indenture, which
          Officers Certificate may be signed by any person authorized to sign an
          Officers Certificate, including any person specified as so authorized in
          any such certificate previously delivered and not superseded;

(l)    
          Neither the Trustee nor any of its officers, directors, employees or agents
          shall be liable for any action taken or omitted under this Indenture or in
          connection therewith except to the extent caused by the Trustees gross
          negligence, bad faith or willful misconduct, as determined by the final judgment
          of a court of competent jurisdiction, no longer subject to appeal or review.
          Anything in this Indenture to the contrary notwithstanding, in no event shall
          the Trustee be liable for special, indirect or consequential loss or damage of
          any kind whatsoever (including but not limited to lost profits), even if the
          Trustee has been advised of the likelihood of such loss or damage and regardless
          of the form of action;

(m)    
          The Trustee is not required to give any bond or surety with respect to the
          performance of its duties or the exercise of its powers under this Indenture;
          and

(n)    
          Notwithstanding anything else herein contained, whenever any provision of this
          Indenture indicates that any confirmation of a condition or event is qualified
          by the words to the knowledge of or known to the Trustee
          or other words of similar meaning, said words shall mean and refer to the
          current awareness of one or more Responsible Officers who are located at the
          Corporate Trust Office.

Section 7.03. Individual Rights of
Trustee. The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent or co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11.

Section 7.04. Trustees
Disclaimer. The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, shall not be accountable for the Companys use or
application of the proceeds from the Securities, and shall not be responsible for any
statement in any registration statement for the Securities under the Securities Act or in
any offering document for the Securities, the Indenture or the Securities (other than its
certificate of authentication), or the determination as to which Beneficial Owners are
entitled to receive any notices hereunder.

Section 7.05. Notice of
Defaults. If a Default occurs and if it is actually known to a Responsible Officer of
the Trustee, the Trustee shall give to each Securityholder notice of all current Defaults
known to it within 90 days after any such Default occurs or, if later, within 15 days
after it is known to the Trustee, unless such Default shall have been cured or waived
before the giving of such notice. Notwithstanding the preceding sentence, except in the
case of a Default described in Sections 6.01(a) and 6.01(b), the Trustee may withhold the
notice if and so long as the board of directors, the executive committee or a trust
committee of directors and/or officers of the Trustee in good faith determines that
withholding the notice is in the interests of Holders. The second sentence of this Section
7.05 shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is
hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 7.06. Reports by Trustee
to Holders. Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated
as of such May 15 that complies with TIA Section 313(a), if required by such Section
313(a), but only to the extent any such report is required to be given pursuant to said
TIA Section 313(a), or any successor provision of the TIA. The Trustee also shall comply
with TIA Section 313(b).

A
copy of each report at the time of its mailing to Holders shall be filed with the SEC and
each securities exchange, if any, on which the Securities are listed. The Company agrees
to notify the Trustee in writing promptly whenever the securities become listed on any
Securities exchange and of any delisting thereof.

Section 7.07.     Compensation and Indemnity.  The Company and the Subsidiary Guarantors agree:

(a)    
          to pay to the Trustee from time to time, and the Trustee shall be entitled to,
          such compensation as the Company and the Trustee shall from time to time agree
          in writing for all services rendered by it hereunder (which compensation shall
          not be limited (to the extent permitted by law) by any provision of law in
          regard to the compensation of a trustee of an express trust);

(b)    
          to reimburse the Trustee upon its request for all reasonable expenses,
          disbursements and advances incurred or made by the Trustee in accordance with
          any provision of this Indenture or any documents executed in connection herewith
          (including the reasonable compensation and the expenses, advances and
          disbursements of its agents and counsel), except any such expense, disbursement
          or advance as may be attributable to its negligence, bad faith or willful
          misconduct; and

(c)    
          to indemnify the Trustee or any predecessor Trustee and their respective agents,
          officers, directors and employees for, and to hold them harmless against, any
          loss, damage, claim, liability, cost or expense (including attorneys fees
          and expenses and taxes (other than taxes based upon, measured by or determined
          by the income of the Trustee)) incurred without negligence or bad faith on its
          part, arising out of or in connection with the acceptance or administration of
          this trust, including the costs and expenses of defending itself against any
          claim (whether asserted by the Company, any Subsidiary Guarantor or any Holder
          or any other Person) or liability in connection with the exercise or performance
          of any of its powers or duties hereunder.

To
secure the Companys and the Subsidiary Guarantors payment obligations in this
Section 7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay interest
installments (including Liquidated Damages, if any), the principal amount, Redemption
Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on
overdue amounts, as the case may be, in respect of any particular Securities.

The
Companys and the Subsidiary Guarantors payment obligations pursuant to this
Section 7.07 shall survive the discharge of this Indenture or the earlier termination or
resignation of the Trustee. When the Trustee incurs expenses after the occurrence of a
Default specified in Section 6.01(h) or Section 6.01(i), the expenses, including the
reasonable charges and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

Any
amounts due and owing the Trustee hereunder (whether in nature of fees, expenses,
indemnification payments or reimbursement for advances) which have not been paid by or on
behalf of the Company or any Subsidiary Guarantor within 15 days following written notice
thereof given to the Company in accordance with the provisions of Section 12.02, shall
bear interest at an interest rate equal to the Trustees announced prime rate in
effect from time to time, plus four percent (4.0%) per annum.

Section 7.08. Replacement of
Trustee. The Trustee may resign by so notifying the Company; provided that no
such resignation shall be effective until a successor Trustee has accepted its appointment
pursuant to this Section 7.08. The Holders of a majority in aggregate principal amount of
the Securities at the time outstanding may remove the Trustee by so notifying the Trustee
and the Company in writing. The Company shall remove the Trustee if:

(a)    
          the Trustee fails to comply with Section 7.10;

(b)    
          the Trustee is adjudged bankrupt or insolvent;

(c)    
          a receiver or public officer takes charge of the Trustee or its property; or

(d)    
          the Trustee otherwise becomes incapable of acting.

If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint, by resolution of its Board of Directors, a
successor Trustee.

A
successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company satisfactory in form and substance to the retiring Trustee and
the Company. Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture; provided, notwithstanding the foregoing, the
effectiveness of any such resignation or removal shall be conditioned on receipt by the
retiring Trustee of all amounts due and owing under Section 7.07 hereof. The successor
Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 7.07.

If
a successor Trustee does not take office within 30 days after the retiring Trustee gives
its notice of resignation or is removed, the retiring Trustee, the Company or the Holders
of a majority in aggregate principal amount of the Securities at the time outstanding may
petition any court of competent jurisdiction at the expense of the Company for the
appointment of a successor Trustee.

If
the Trustee fails to comply with Section 7.10, any Securityholder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

Section 7.09. Successor Trustee by
Merger Etc. If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets (including the
administration of the trust created by this Indenture) to, another Person, the resulting
or surviving Person without any further act shall be the successor Trustee.

Section 7.10. Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of TIA
Section 310(a)(1). The Trustee (or its parent holding company) shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent filed annual
report of condition. Nothing herein contained shall prevent the Trustee from filing with
the SEC the application referred to in the penultimate paragraph of TIA Section 310(b).
The Trustee shall comply with TIA Section 310(b); provided that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in TIA
Section 310(b)(1) are met.

Section 7.11. Preferential
Collection of Claims Against Company. The Trustee shall comply with TIA Section
311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who
has resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.

Section 7.12. Force Majeure.
In no event shall the Trustee be liable for any failure or delay in the performance of its
obligations hereunder because of circumstances beyond the Trustees control,
including, but not limited to, acts of God, flood, war (whether declared or undeclared),
terrorism, fire, riot, embargo or government action, including any laws, ordinances,
regulations, governmental action or the like which delay, restrict or prohibit the
providing of the services contemplated by this Indenture.

# ARTICLE 8

# DISCHARGE OF INDENTURE

Section 8.01. Discharge of
Liability on Securities. When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or
(ii) all outstanding Securities have become due and payable and the Company deposits with
the Trustee cash sufficient to pay all amounts due and owing on all outstanding Securities
(other than Securities replaced pursuant to Section 2.07), and if in either case the
Company pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 7.07, cease to be of further effect. The Trustee shall join in the
execution of a document prepared by the Company acknowledging satisfaction and discharge
of this Indenture on demand at the cost and expense of the Company and accompanied by an
Officers Certificate and Opinion of Counsel.

Section 8.02. Repayment to the
Company. The Trustee and the Paying Agent shall return to the Company upon written
request any money held by them for the payment of any amount and any shares of Common
Stock with respect to the Securities that remain unclaimed for two years, subject to
applicable unclaimed property law. After return to the Company, as applicable, Holders
entitled to the money or shares of Common Stock must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another person
and the Trustee and the Paying Agent shall have no further liability to the Holders with
respect to such money or shares of Common Stock for that period commencing after the
return thereof.

# ARTICLE 9

# AMENDMENTS

Section 9.01. Without Consent of
Holders. The Company, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture or the Securities without notice to or consent of any
Securityholder:

(a)    
          to comply with Article 5 or Section 10.11;

(b)    
          to cure any ambiguity, omission, defect or inconsistency, or to make any other
          change that does not adversely affect the rights of any Holder in any material
          respect; provided that any change to conform this Indenture to the
          Offering Memorandum shall be deemed not to adversely affect the rights of any
          Holder;

(c)    
          to make provisions with respect to the conversion right of the Holders pursuant
          to the requirements of Section 10.01 and Section 10.11;

(d)    
          to evidence and provide for the acceptance of appointment hereunder by a
          successor Trustee with respect to the Securities;

(e)    
          to comply with the provisions of the TIA, or with any requirement of the SEC
          arising as a result of the qualification of this Indenture under the TIA; or

(f)    
          to add additional Subsidiary Guarantors in accordance with Section 4.08 under
          supplemental indentures that need be signed only by the additional Subsidiary
          Guarantor(s).

Section 9.02. With
Consent of Holders.

The
Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture
or the Securities without notice to any Securityholder but with the written consent of the
Holders of a majority in aggregate principal amount of the Securities then outstanding.
The Holders of a majority in aggregate principal amount of the Securities then outstanding
may waive compliance by the Company and the Subsidiary Guarantors with restrictive
provisions of this Indenture other than as set forth in this Section 9.02 below, and waive
any past Event of Default under this Indenture and its consequences, except a default in
the payment of amounts due in respect of any Security or in respect of a provision which
under this Indenture cannot be modified or amended without the consent of the Holder of
each outstanding Security affected.

Subject
to Section 9.04, without the written consent of each Securityholder affected, however, an
amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:

(a)    
          change the Stated Maturity of the principal of, or any payment date of any
          installment of interest (including Liquidated Damages, if any), if any, on, any
          Security;

(b)    
          reduce the principal amount or Redemption Price of, or the rate of interest
          (including Liquidated Damages, if any) on, any Security, whether upon
          acceleration, redemption or otherwise, or alter the manner of calculation of
          interest or the rate of accrual thereof on any Security;

(c)    
          change the currency for payment of principal of, or interest (including
          Liquidated Damages, if any) on, any Security, or adversely affect the price or
          ratio at which Common Stock may be substituted for currency in connection with
          any payments made;

(d)    
          impair the right to institute suit for the enforcement of any payment of any
          amount with respect to any Security when due;

(e)    
          adversely affect the conversion rights provided in Article 10;

(f)    
          modify the provisions of this Indenture requiring the Company to make an offer
          to repurchase Securities upon a Change in Control pursuant to Section 3.09 after
          a Change in Control, or to repurchase the Securities at the option of the
          Holders pursuant to Section 3.08, in any case;

(g)    
          reduce the percentage of principal amount of the outstanding Securities
          necessary to modify or amend this Indenture or to consent to any waiver provided
          for in this Indenture;

(h)    
          waive a default in the payment of any amount or shares of Common Stock with
          respect to any Security when due (except as provided in Section 6.02);

(i)    
          make any changes in Section 6.04, Section 6.07 or this Section 9.02;

(j)    
          modify or change any provision of this Indenture affecting any Guarantee in a
          manner that adversely affects the Holders; or

(k)    
          release any Subsidiary Guarantor from any of its obligations under its Guarantee
          or this Indenture other than in accordance with the terms of this Indenture.

It
shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.

After
an amendment under this Section 9.02 becomes effective, the Company shall mail to each
Holder a notice briefly describing the amendment. Failure to mail the notice or a defect
in the notice shall not affect the validity of the amendment.

Section 9.03.     Compliance with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall comply
with the TIA.

Section 9.04. Revocation and
Effect of Consents. Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Security hereunder is a continuing consent
by the Holder and every subsequent Holder of that Security or portion of the Security that
evidences the same obligation as the consenting Holders Security, even if notation
of the consent, waiver or action is not made on the Security. However, unless otherwise
agreed in writing by such Holder or a predecessor Holder, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holders Security or
portion of the Security if the Trustee receives the notice of revocation before the date
the amendment, waiver or action becomes effective. After an amendment, waiver or action
becomes effective, it shall bind every Securityholder.

Section 9.05. Notation on or
Exchange of Securities. Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article 9 may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities so modified
as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to
any such supplemental indenture may be prepared and executed by the Company, and the
Guarantees endorsed thereon may be executed by the Subsidiary Guarantors, and such new
Securities may be authenticated and delivered by the Trustee in exchange for outstanding
Securities.

Section 9.06. Trustee to Sign
Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized
pursuant to this Article 9 if the amendment contained therein does not, in the sole
determination of the Trustee, adversely affect the rights, duties, powers, privileges,
benefits, indemnities, liabilities or immunities of the Trustee. If it does, the Trustee
may, but need not, sign such supplemental indenture. In signing any supplemental indenture
the Trustee shall be entitled to receive, and (subject to the provisions of Section 7.01)
shall be fully protected in relying upon, an Officers Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this Indenture.

Section 9.07. Effect of
Supplemental Indentures. Upon the execution of any supplemental indenture under this
Article 9, this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes, and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

# ARTICLE 10

# CONVERSION OF THE
SECURITIES

Section 10.01. Conversion
Privilege.

| | (a) | Subject to the provisions of this Article 10, a Holder of a Security may convert
               such Security into cash and Common Stock equal to the Conversion Value in
               accordance with Section 10.14, if any of the following conditions is satisfied:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | during any calendar quarter (the Quarter) commencing after
               the Issue Date, if the Common Stock Price for at least 20 Trading Days in the
               period of 30 consecutive Trading Days ending on the last Trading Day of the
               Quarter immediately preceding such Quarter (appropriately adjusted to take into
               account the occurrence, during such 30 consecutive Trading Day period, of any
               event requiring adjustment of the Conversion Price under this Indenture) is more
               than 110% of the Conversion Price on such 30th Trading Day;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the Security has been called for redemption by the Company pursuant to Section
               3.01 and the redemption has not yet occurred, so long as the Holder surrenders
               such Security for conversion prior to the close of business on the date that is
               two Business Days prior to the applicable Redemption Date, even if the Security
               is not otherwise convertible at such time;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | (A) the conversion of such Security occurs during the five Trading Day period
               immediately after a period of five consecutive Trading Days in which the Trading
               Price of the Securities for each Trading Day in such period was less than 95% of
               the product of the Common Stock Price on such Trading Day multiplied by the
               Conversion Rate on such Trading Day;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | notwithstanding the foregoing, if on the date of any conversion pursuant to
               Section 10.01(a)(iii)(A), the Common Stock Price on such date is greater than
               the Conversion Price on such date but less than 110% of the Conversion Price on
               such date, then, for purposes of Section 10.14, the Conversion Value a Holder of
               Securities will be entitled to receive will be equal to the principal amount of
               the Securities held by such Holder plus accrued and unpaid interest (and
               Liquidated Damages, if any) as of the Conversion Date (such a conversion, a
               Principal Value Conversion);
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | (A) a distribution to all holders of Common Stock of rights, warrants or options
               entitling them (for a period commencing no earlier than the date of distribution
               and expiring not more than 60 days after the date of distribution) to subscribe
               for or purchase, shares of Common Stock at a price less than the Common Stock
               Price on the Trading Day immediately preceding the declaration date of such
               distribution or
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | a distribution to all holders of Common Stock of evidences of Company
               indebtedness, rights or warrants to purchase or subscribe for Capital Stock or
               other securities of the Company, cash or assets, which distribution has an
               aggregate value that exceeds 10% of the Companys Enterprise Value on the
               Trading Day immediately preceding the declaration date of such distribution;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | providedthat the Holder shall have no right to convert any Security pursuant to Section
10.01(c) hereof if the Holder of a Security otherwise participates in the distribution
described in this Section 10.01(a)(iv) on an as-converted basis solely into Common Stock
at the then applicable Conversion Price without conversion of such Holders
Securities; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | the Company is party to a consolidation, merger, share exchange, sale of all or
               substantially all of its assets or other similar transaction pursuant to which
               the Common Stock is subject to conversion into shares of stock (other than
               Common Stock), other securities or property (including cash) subject to Section
               10.11 and the conversion of such Security occurs at any time from and after the
               effective date of such transaction until and including the date that is 30 days
               after the effective date of such transaction.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | In the case of Section 10.01(a)(iii), the Trustee shall have no obligation to
               determine the Trading Price of the Securities unless the Company has requested
               such determination in writing, and the Company shall have no obligation to make
               such request unless a Holder of the Securities provides the Company with
               reasonable evidence that the Trading Price of the Securities on any date would
               be less than 95% of the product of (x) the Common Stock Price on such date and
               (y) the Conversion Rate then in effect. Upon receipt of such reasonable
               evidence, the Company shall instruct the Trustee in writing to determine the
               Trading Price of the Securities beginning on the next Trading Day and on each
               successive Trading Day until the Trading Price of the Securities is greater than
               or equal to 95% of the product of the Common Stock Price and the Conversion
               Rate. Neither the Trustee nor the Conversion Agent shall be under any duty or
               obligation to make the calculations described in Section 10.01(a)(iii) hereof or
               to determine whether the Securities are convertible pursuant to such section.
               The Company shall make the calculations described in Section 10.01(a)(iii)
               hereof, using the Trading Price of the Securities provided by the Trustee, shall
               determine whether the Securities are convertible under Section 10.01(a)(iii) and
               shall advise the Trustee (or Conversion Agent, as the case may be) of any
               determination that the Securities are convertible under Section 10.01(a)(iii).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | In the case of the foregoing Sections 10.01(a)(iv)(A) and 10.01(a)(iv)(B), the
               Company shall cause a notice of such distribution to be filed with the Trustee
               and the Conversion Agent and to be mailed to each Holder of Securities no later
               than 20 days prior to the Ex-Dividend Date for such distribution. Once the
               Company has given such notice, Holders may surrender their Securities for
               conversion at any time thereafter until the earlier of the close of business on
               the Business Day prior to the Ex-Dividend Date or the Companys
               announcement that such distribution will not take place; providedthat,
               the Holder shall have no right to convert any Security pursuant to this Section
               10.01(c) if the Holder of a Security otherwise participates in the distribution
               described in either Section 10.01(a)(iv)(A) or 10.01(a)(iv)(B) on an
               as-converted basis solely into Common Stock at the then applicable Conversion
               Price without conversion of such Holders Securities. The
               Ex-Dividend Date for any such issuance or distribution means
               the date immediately prior to the commencement of ex-dividend
               trading for such issuance or distribution on The New York Stock Exchange or such
               other national securities exchange or The Nasdaq Stock Market or similar system
               of automated dissemination of quotations of securities prices on which the
               Common Stock is then listed or quoted.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | A Holder may convert a portion of a Security equal to $1,000 or any integral
               multiple thereof. Provisions of this Indenture that apply to conversion of all
               of a Security also apply to conversion of a portion of a Security.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If
a Security is called for redemption pursuant to Section 3.01, in order to convert such
Security, the Holder must deliver the Security to the Conversion Agent (or, if the
Security is held in book-entry form, complete and deliver to the Depositary appropriate
instructions in accordance with the Applicable Procedures) at any time prior to the close
of business on the day that is two Business Days prior to the applicable Redemption Date
for such Security (unless the Company shall default in paying the Redemption Price when
due, in which case the conversion right shall terminate on the date such Default is cured
and such Security is redeemed). A Security in respect of which a Holder has delivered a
Purchase Notice pursuant to Section 3.08 or a Change in Control Purchase Notice pursuant
to Section 3.09 exercising the option of such Holder to require the Company to repurchase
such Security may be converted only if such Purchase Notice or Change in Control Purchase
Notice, as the case may be, is withdrawn by a written notice of withdrawal delivered to
the Paying Agent prior to the close of business on the Purchase Date or the Change in
Control Purchase Date, as the case may be, in accordance with Section 3.10.

(e)    
          A Holder of Securities is not entitled to any rights of a holder of Common Stock
          until such Holder has converted its Securities into Common Stock.

Section 10.02. Conversion
Procedure.

(a)    
          To convert a Security, a Holder must satisfy the requirements of this Article 10
          and in paragraph 8 of the Securities and (i) complete and manually sign the
          irrevocable conversion notice on the back of the Security and deliver such
          notice to the Conversion Agent, (ii) surrender the Security to the Conversion
          Agent, (iii) furnish appropriate endorsements and transfer documents if required
          by the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if
          required by Section 10.03 and (v) if the Security is held in book-entry form,
          complete and deliver to the Depositary appropriate instructions pursuant to the
          Applicable Procedures. The later of (x) the date on which the Holder satisfies
          all of the foregoing requirements and (y) the Determination Date is the
          Conversion Date. As soon as practicable after the Conversion
          Date and in any event within four Business Days thereof, the Company shall
          deliver to the Holder through the Conversion Agent (1) cash in the amount
          calculated in accordance with Section 10.14 and (2) either (A) a certificate for
          or (B) a book-entry notation of the number of whole shares of Common Stock
          issuable upon the conversion and cash in lieu of any fractional shares pursuant
          to Section 10.14.

(b)    
          The Person in whose name the Security is registered shall be deemed to be a
          stockholder of record on the Conversion Date; provided that no surrender
          of a Security on any date when the stock transfer books of the Company shall be
          closed shall be effective to constitute the Person or Persons entitled to
          receive the shares of Common Stock upon such conversion as the record holder or
          holders of such shares of Common Stock on such date, but such surrender shall be
          effective to constitute the Person or Persons entitled to receive such shares of
          Common Stock as the record holder or holders thereof for all purposes at the
          close of business on the next succeeding day on which such stock transfer books
          are open (subject to the provisions of the next paragraph of this Section
          10.02); provided, further, that such conversion shall be at the
          Conversion Price in effect on the date that such Security shall have been
          surrendered for conversion, as if the stock transfer books of the Company had
          not been closed. Upon conversion of a Security, such Person shall no longer be a
          Holder of such Security.

(c)    
          No payment or adjustment will be made for accrued interest (including Liquidated
          Damages, if any) on a converted Security or for dividends or distributions on
          shares of Common Stock issued upon conversion of a Security (provided
          that the shares of Common Stock received upon conversion of Securities shall
          continue to accrue Liquidated Damages, as applicable, in accordance with the
          Registration Rights Agreement and shall be entitled to receive, at the next
          interest payment date, any accrued but unpaid Liquidated Damages with respect to
          the converted Securities), but if any Holder surrenders a Security for
          conversion between the record date for the payment of an installment of interest
          and the next interest payment date, then, notwithstanding such conversion, the
          interest (including Liquidated Damages, if any) payable on such interest payment
          date shall be paid to the Holder of such Security on such interest payment date.
          In such event, such Security, when surrendered for conversion, must be
          accompanied by delivery of a check payable to the Conversion Agent in an amount
          equal to the interest (including Liquidated Damages, if any) payable on such
          interest payment date on the portion so converted. If such payment does not
          accompany such Security, the Security shall not be converted; provided
          that no such check shall be required if such Security has been called for
          redemption on a redemption date within the period between and including such
          record date and such interest payment date, or if such Security is surrendered
          for conversion on the interest payment date. If the Company defaults in the
          payment of interest (including Liquidated Damages, if any) payable on the
          interest payment date, the Conversion Agent shall repay such funds to the
          Holder.

(d)    
          Upon surrender of a Security that is converted in part, the Company shall
          execute, and the Trustee shall, upon receipt of a Company Order, authenticate
          and deliver to the Holder, a new Security equal in principal amount to the
          unconverted portion of the Security surrendered.

Section 10.03. Taxes on
Conversion. If a Holder converts a Security, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon
such conversion. However, the Holder shall pay any such tax which is due because the
Holder requests the shares to be issued in a name other than the Holders name. The
Conversion Agent may refuse to deliver the certificates representing the Common Stock
being issued in a name other than the Holders name until the Conversion Agent
receives a sum sufficient to pay any tax which will be due because the shares are to be
issued in a name other than the Holders name. Nothing herein shall preclude any tax
withholding required by law or regulations.

Section 10.04. Company to Provide
Stock.The Company shall, prior to issuance of any Securities hereunder, and from time
to time as may be necessary, reserve, out of its authorized but unissued Common Stock, a
sufficient number of shares of Common Stock to permit the conversion of all outstanding
Securities into shares of Common Stock. The shares of Common Stock or other securities
issued upon conversion of Securities shall bear a legend substantially in the following
form:

| | THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933 (THE SECURITIES ACT), AND
THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) SO LONG AS THIS SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (RULE
144A), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE U.S., AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | THE
HOLDER OF THIS SECURITY BY PURCHASING THIS SECURITY REPRESENTS AND AGREES THAT IT IS A
QUALIFIED INSTITUTIONAL BUYER.
| | -------------------------------------------------------------------------------------------------------------------------

The
Company covenants that all shares of Common Stock delivered upon conversion of the
Securities shall be newly issued shares or treasury shares, shall be duly authorized,
validly issued, fully paid and non-assessable and shall be free from preemptive rights and
free of any lien or adverse claim.

The
Company will endeavor promptly to comply with all federal and state securities laws
regulating the offer and delivery of shares of Common Stock upon conversion of Securities,
if any, and will list or cause to have quoted such shares of Common Stock on each national
securities exchange or in the over-the-counter market or such other market on which the
Common Stock is then listed or quoted.

Section 10.05. Adjustment of
Conversion Price. The conversion price (the Conversion Price)
initially shall be that price set forth in paragraph 8 of the form of Security attached
hereto as Exhibit A-1, but shall be adjusted (without duplication) from time to
time by the Company as follows:

| | (a) | In case the Company shall (i) pay a dividend or other distribution in shares of
               Common Stock to all holders of Common Stock, (ii) subdivide its outstanding
               Common Stock into a greater number of shares, (iii) combine its outstanding
               Common Stock into a smaller number of shares or (iv) reclassify its outstanding
               Common Stock, the Conversion Price in effect immediately prior thereto shall be
               adjusted so that the Holder of any Security thereafter surrendered for
               conversion shall be entitled to receive the number of shares of Capital Stock
               which it would have owned or have been entitled to receive had such Security
               been converted immediately prior to the happening of such event. An adjustment
               made pursuant to this subsection (a) shall become effective immediately after
               the record date in the case of a dividend or distribution and shall become
               effective immediately after the effective date in the case of subdivision,
               combination or reclassification.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | In case the Company shall issue to all holders of its Common Stock, rights,
               warrants or options entitling such holders (for a period commencing no earlier
               than the date of distribution and expiring not more than 60 days after the date
               of distribution) to subscribe for or purchase shares of Common Stock (or
               securities convertible into Common Stock) at a price per share less than the
               Market Price at the record date for the determination of stockholders entitled
               to receive such rights, warrants or options, the Conversion Price in effect
               immediately prior thereto shall be adjusted so that the Conversion Price shall
               equal the price determined by multiplying the Conversion Price in effect
               immediately prior to such record date by a fraction, the numerator of which
               shall be the number of shares of Common Stock outstanding on such record date,
               plus the number of shares which the aggregate subscription or purchase price for
               the total number of shares of Common Stock offered by the rights, warrants or
               options so issued (or the aggregate conversion price of the convertible
               securities offered by such rights, warrants or options) would purchase at such
               Market Price, and the denominator of which shall be the number of shares of
               Common Stock outstanding on such record date plus the number of additional
               shares of Common Stock offered by such rights, warrants or options (or into
               which the convertible securities so offered by such rights, warrants or options
               are convertible). Such adjustment shall be made successively whenever any such
               rights, warrants or options are issued, and shall become effective immediately
               after such record date. If at the end of the period during which such rights,
               warrants or options are exercisable not all rights, warrants or options shall
               have been exercised, the adjusted Conversion Price shall be immediately
               readjusted to what it would have been upon application of the foregoing
               adjustment substituting the number of additional shares of Common Stock actually
               issued (or the number of shares of Common Stock issuable upon conversion of
               convertible securities actually issued) for the total number of shares of Common
               Stock offered (or the convertible securities offered).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | In case the Company shall distribute to all holders of its Common Stock any
               shares of Capital Stock of the Company (other than Common Stock) or evidences of
               its indebtedness, other securities or other assets, or shall distribute to all
               holders of its Common Stock, rights, warrants or options to subscribe for or
               purchase any of its securities (excluding (i) rights, options and warrants
               referred to in Section 10.05(b) above; (ii) those dividends, distributions,
               subdivisions and combinations referred to in Section 10.05(a) above; and (iii)
               dividends and distributions paid in cash), then in each such case the Conversion
               Price shall be adjusted so that the same shall equal the price determined by
               multiplying the Conversion Price in effect immediately prior to the date of such
               distribution by a fraction, the numerator of which shall be the Market Price on
               the record date mentioned below less the fair market value on such record date
               (as determined by the Board of Directors of the Company, whose determination
               shall be conclusive evidence of such fair market value) of the portion of the
               Capital Stock or evidences of indebtedness, securities or assets so distributed
               or of such rights, warrants or options, in each case as applicable, to one share
               of Common Stock, and the denominator of which shall be the Market Price on such
               record date; provided that if the numerator of the foregoing fraction is
               less than $1.00 (including a negative amount), then in lieu of the foregoing
               adjustment, adequate provision shall be made so that each Holder shall have the
               right to receive upon conversion, in addition to the cash and Common Stock
               issuable upon such conversion, the distribution such Holder would have received
               had such Holder converted its Security solely into Common Stock at the then
               applicable Conversion Price immediately prior to the record date for such
               distribution. Such adjustment shall become effective immediately after the
               record date for the determination of stockholders entitled to receive such
               distribution.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | In case the Company or any Subsidiary of the Company makes a payment to common
               stockholders in respect of a tender or exchange offer of consideration per share
               of Common Stock having a fair market value (as determined by the Board of
               Directors, whose determination shall be conclusive and described in a resolution
               of the Board of Directors) that as of the last time (the Expiration
               Time) tenders or exchanges may be made pursuant to such tender or
               exchange offer (as it may be amended) exceeds the Common Stock Price on the
               Trading Day next succeeding the Expiration Time, the Conversion Price shall be
               decreased so that the same shall equal the price determined by multiplying the
               Conversion Price in effect immediately prior to the Expiration Time by a
               fraction,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | the numerator of which shall be the number of shares of Common Stock outstanding
               (including any tendered or exchanged shares) at the Expiration Time multiplied
               by the Common Stock Price on the Trading Day next succeeding the Expiration
               Time, and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the denominator of which shall be the sum of (x) the fair market value
               (determined as aforesaid) of the aggregate consideration payable to stockholders
               based on the acceptance (up to any maximum specified in the terms of the tender
               or exchange offer) of all shares validly tendered or exchanged and not withdrawn
               as of the Expiration Time (the shares deemed so accepted up to any such maximum,
               being referred to as the Purchased Shares) and (y) the
               product of the number of shares of Common Stock outstanding (less any Purchased
               Shares) at the Expiration Time and the Common Stock Price on the Trading Day
               next succeeding the Expiration Time,
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

such adjustment to become effective
immediately prior to the opening of business on the day following the Expiration Time. If
the Company is obligated to purchase shares pursuant to any such tender or exchange offer,
but the Company is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Price shall again be
adjusted to be the Conversion Price that would then be in effect if such tender or
exchange offer had not been made.

| | (e) | In case the Company shall declare a cash dividend or cash distribution to all or
               substantially all of the holders of Common Stock, the Conversion Price shall be
               decreased so that the Conversion Price shall equal the price determined by
               multiplying the Conversion Price in effect immediately prior to the record date
               for such dividend or distribution by a fraction,
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | the numerator of which shall be the average of the Common Stock Prices for the
               three consecutive Trading Days ending on the Trading Day immediately preceding
               the record date for such dividend or distribution (the Pre-Dividend
               Sale Price), minus the full amount of such cash dividend or cash
               distribution applicable to one share of Common Stock, and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the denominator of which shall be the Pre-Dividend Sale Price,
| | ---- | --------------------------------------------------------------

such adjustment to become effective
immediately after the record date for such dividend or distribution; provided that
if the numerator of the foregoing fraction is less than $1.00 (including a negative
amount), then in lieu of the foregoing adjustment, adequate provision shall be made so
that each Holder shall have the right to receive upon conversion, in addition to the cash
and Common Stock issuable upon such conversion, the amount of cash such Holder would have
received had such Holder converted its Security solely into Common Stock at the then
applicable Conversion Price immediately prior to the record date for such cash dividend or
cash distribution. If such cash dividend or cash distribution is not so paid or made, the
Conversion Price shall again be adjusted to be the Conversion Price that would then be in
effect if such dividend or distribution had not been declared.

| | (f) | If the rights provided for in the Companys Rights Agreement dated as of
               January 6, 1998 (the Stockholder Rights Plan), or any
               subsequent similar rights agreement, have separated from the Companys
               Common Stock in accordance with the provisions of the Stockholder Rights Plan so
               that the Holders of the Securities would not be entitled to receive any rights
               in respect of Common Stock issuable upon conversion of the Securities, the
               Conversion Price will be adjusted as provided in paragraph (c) above, subject to
               readjustment in the event of the expiration, termination or redemption of the
               rights. In lieu of any such adjustment, the Company may amend the Stockholder
               Rights Plan to provide that upon conversion of the Securities the Holders will
               receive, in addition to the cash and Common Stock issuable upon such conversion,
               the rights which would have attached to the shares of Common Stock issuable upon
               conversion of the Securities solely into Common Stock at the then applicable
               Conversion Price if the rights had not become separated from the Common Stock
               under the Stockholder Rights Plan. To the extent that the Company adopts any
               future rights plan, upon conversion of the Securities, Securityholders will
               receive, in addition to the cash and Common Stock issuable upon such conversion,
               the rights under the future rights plan in respect of the shares of Common Stock
               issuable upon conversion of the Securities solely into Common Stock at the then
               applicable Conversion Price, whether or not the rights have separated from the
               Common Stock at the time of conversion, and no adjustment to the Conversion
               Price will be made in connection with any distribution of rights thereunder.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | In case of a tender or exchange offer made by a Person other than the Company or
               any Subsidiary of the Company for an amount that increases the offerors
               ownership of Common Stock to more than twenty-five percent (25%) of the Common
               Stock outstanding and shall involve the payment by such Person of consideration
               per share of Common Stock having a fair market value (as determined by the Board
               of Directors, whose determination shall be conclusive, and described in a
               resolution of the Board of Directors) as of the Expiration Time tenders or
               exchanges may be made pursuant to such tender or exchange offer (as it may be
               amended) that exceeds the Common Stock Price on the Trading Day next succeeding
               the Expiration Time, and in which, as of the Expiration Time the Board of
               Directors is not recommending rejection of the offer, the Conversion Price shall
               be decreased so that the same shall equal the rate determined by multiplying the
               Conversion Price in effect immediately prior to the Expiration Time by a
               fraction,
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | the numerator of which shall be the number of shares of Common Stock outstanding
               (including any tendered or exchanged shares) at the Expiration Time multiplied
               by the Common Stock Price on the Trading Day next succeeding the Expiration
               Time, and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the denominator of which shall be the sum of (x) the fair market value
               (determined as aforesaid) of the aggregate consideration payable to stockholders
               based on the acceptance (up to any maximum specified in the terms of the tender
               or exchange offer) of all shares validly tendered or exchanged and not withdrawn
               as of the Expiration Time (the shares so accepted up to any such maximum, being
               referred to as the Purchased Shares) and (y) the product of
               the number of shares of Common Stock outstanding (less any Purchased Shares) at
               the Expiration Time and the Common Stock Price on the Trading Day next
               succeeding the Expiration Time,
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

such adjustment to become effective
immediately prior to the opening of business on the day following the Expiration Time. If
such Person is obligated to purchase shares pursuant to any such tender or exchange offer,
but such Person is permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Price shall again be
adjusted to be the Conversion Price that would then be in effect if such tender or
exchange offer had not been made. Notwithstanding the foregoing, the adjustment described
in this Section 10.05(g) shall not be made if, as of the Expiration Time, the offering
documents with respect to such offer disclose a plan or intention to cause the Company to
engage in any transaction described in Article 5.

In
any case in which this Section 10.05 shall require that an adjustment be made immediately
following a record date established for purposes of this Section 10.05, the Company may
elect to defer (but only until five Business Days following the filing by the Company with
the Trustee of the certificate described in Section 10.09) issuing to the holder of any
Security converted after such record date the shares of Common Stock and other Capital
Stock of the Company issuable upon such conversion over and above the shares of Common
Stock and other Capital Stock of the Company issuable upon such conversion only on the
basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance
of which is so deferred, the Company shall issue or cause its transfer agents to issue due
bills or other appropriate evidence of the right to receive such shares.

Before
taking any action which would cause an adjustment decreasing the Conversion Price so that
the shares of Common Stock issuable upon conversion of the Securities would be issued for
less than the par value of such Common Stock, the Company will take all corporate action
which may be necessary in order that the Company may validly and legally issue fully paid
and nonassessable shares of such Common Stock at such adjusted Conversion Price.

Section 10.06. No Adjustment.
No adjustment in the Conversion Price shall be required unless the adjustment would
require an increase or decrease of at least 1% in the Conversion Price as last adjusted;
provided that any adjustments which by reason of this Section 10.06 are not
required to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Article 10 shall be made to the nearest cent, with
one-half cent rounded up, or to the nearest one-hundredth of a share, with one-fiftieth of
a share being rounded up, as the case may be.

No
adjustment need be made for a transaction referred to in Section 10.05 if Holders are to
participate in the transaction on a basis and with notice that the Board of Directors
determines to be fair and appropriate in light of the basis and notice on which holders of
Common Stock participate in the transaction. Such participation by Holders may include
participation upon conversion; provided that an adjustment shall be made at such
time as the Holders are no longer entitled to participate.

No
adjustment need be made for rights to purchase Common Stock or issuances of Common Stock
pursuant to a Company plan for reinvestment of dividends or interest.

No
adjustment need be made for a change in the par value or a change to no par value of the
Common Stock.

To
the extent that the Securities become convertible into cash, no adjustment need be made
thereafter as to the cash. Interest will not accrue on the cash.

Section 10.07. Equivalent
Adjustments. If, as a result of an adjustment made pursuant to Section 10.05 above,
the holder of any Security thereafter surrendered for conversion shall become entitled to
receive any shares of Capital Stock of the Company other than shares of its Common Stock,
thereafter the Conversion Price of such other shares so receivable upon conversion of any
Securities shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to Common Stock contained
in this Article 10.

Section 10.08. Adjustment for Tax
Purposes. The Company shall be entitled to make such reductions in the Conversion
Price, in addition to those required by Section 10.05, as it in its discretion shall
determine to be advisable in order that any stock dividends, subdivision of shares,
distribution of rights to purchase stock or securities, or a distribution or securities
convertible into or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.

Section 10.09. Notice of
Adjustment. Whenever the Conversion Price is adjusted, or Holders become entitled to
other securities or due bills, the Company shall promptly mail to Holders a notice of the
adjustment and file with the Trustee an Officers Certificate briefly stating the
facts requiring the adjustment and the manner of computing it. The certificate shall be
conclusive evidence of the correctness of such adjustment and the Trustee may conclusively
assume that, unless and until such certificate is received by it, no such adjustment is
required.

Section 10.10.    Notice of Certain Transactions.  In case:

(a)    
          the Company shall declare a dividend (or any other distribution) on its Common
          Stock; or

(b)    
          the Company shall authorize the granting to the holders of its Common Stock of
          rights, warrants or options to subscribe for or purchase any share of any class
          or any other rights, warrants or options; or

(c)    
          of any reclassification of the Common Stock of the Company (other than a
          subdivision or combination of its outstanding Common Stock, or a change in par
          value, or from par value to no par value, or from no par value to par value), or
          of any consolidation, merger, or share exchange to which the Company is a party
          and for which approval of any stockholders of the Company is required, or of the
          sale or transfer of all or substantially all of the assets of the Company; or

(d)    
          of the voluntary or involuntary dissolution, liquidation or winding-up of the
          Company;

the Company shall cause to be filed
with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at
its address appearing on the list provided for in Section 2.05, as promptly as possible
but in any event at least ten days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights, warrants or options, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (y) the date on which such
reclassification, consolidation, merger, share exchange, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, transfer, dissolution,
liquidation or winding-up. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such dividend, distribution, reclassification,
consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or
winding-up.

Section 10.11. Effect of
Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion
Privilege. If any of the following shall occur, namely: (i) any reclassification or
change of outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of a
subdivision or combination); (ii) any consolidation, combination, merger or share exchange
to which the Company is a party other than a merger in which the Company is the resulting
or surviving corporation and which does not result in any reclassification of, or change
(other than a change in name, or par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination) in, outstanding
shares of Common Stock; or (iii) any sale or conveyance of all or substantially all of the
assets of the Company, then the Company, or such successor or purchasing corporation, as
the case may be, shall, as a condition precedent to such reclassification, change,
consolidation, merger, share exchange, sale or conveyance, execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Security then
outstanding shall have the right to convert such Security into the kind and amount of
shares of Capital Stock and other securities and property (including cash) receivable upon
such reclassification, change, consolidation, merger, share exchange, sale or conveyance
by a holder of the number of shares of Common Stock deliverable upon conversion of such
Security solely into Common Stock at the then applicable Conversion Price immediately
prior to such reclassification, change, consolidation, merger, share exchange, sale or
conveyance. Such supplemental indenture shall provide for adjustments of the Conversion
Price which shall be as nearly equivalent as may be practicable to the adjustments of the
Conversion Price provided for in this Article 10. If, in the case of any such
consolidation, merger, share exchange, sale or conveyance, the stock or other securities
and property (including cash) receivable thereupon by a holder of Common Stock includes
shares of Capital Stock or other securities and property of a corporation other than the
successor or purchasing corporation, as the case may be, in such consolidation, merger,
share exchange, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions to protect
the interests of the Holders of the Securities as the Board of Directors of the Company
shall reasonably consider necessary by reason of the foregoing. The provision of this
Section 10.11 shall similarly apply to successive consolidations, mergers, share
exchanges, sales or conveyances. Notwithstanding the foregoing, a distribution by the
Company to all or substantially all holders of its Common Stock for which an adjustment to
the Conversion Price or provision for conversion of the Securities may be made pursuant to
Section 10.05 shall not be deemed to be a sale or conveyance of all or substantially all
of the assets of the Company for purposes of this Section 10.11.

In
the event the Company shall execute a supplemental indenture pursuant to this Section
10.11, the Company shall promptly file with the Trustee an Opinion of Counsel stating that
such supplemental indenture is authorized or permitted by this Indenture and an
Officers Certificate briefly stating the reasons therefor, the kind or amount of
shares of stock or securities or property (including cash) receivable by Holders of the
Securities upon the conversion of their Securities after any such reclassification,
change, consolidation, merger, share exchange, sale or conveyance, any adjustment to be
made with respect thereto and that all conditions precedent have been complied with.

Section 10.12. Trustees
Disclaimer. The Trustee has no duty to determine when an adjustment under this Article
10 should be made, how it should be made or what such adjustment should be made, but may
accept as conclusive evidence of the correctness of any such adjustment, and shall be
fully protected in relying upon, the Officers Certificate with respect thereto which
the Company is obligated to file with the Trustee pursuant to Section 10.09. The Trustee
shall not be accountable for and makes no representation as to the validity or value of
any securities or assets issued upon conversion of Securities, and the Trustee shall not
be responsible for the Companys failure to comply with any provisions of this
Article 10. Each Conversion Agent (other than the Company or an Affiliate of the Company)
shall have the same protection under this Section 10.12 as the Trustee.

The
Trustee shall not be under any responsibility to determine the correctness of any
provisions contained in any supplemental indenture executed pursuant to Section 10.11, but
may accept as conclusive evidence of the correctness thereof, and shall be protected in
relying upon, the Officers Certificate with respect thereto which the Company is
obligated to file with the Trustee pursuant to Section 10.11.

Section 10.13. Voluntary
Reduction. The Company from time to time may reduce the Conversion Price by any amount
for any period of time if the period is at least 20 Trading Days or such longer period as
may be required by law and if the reduction is irrevocable during the period;
provided that in no event may the Conversion Price be less than the par value of a
share of Common Stock.

Section 10.14. Conversion
Value of Securities Tendered.

| | (a) | Subject to certain exceptions described in Sections 10.01(a)(iii) and
               10.01(a)(iv), Holders tendering the Securities for conversion shall be entitled
               to receive, upon conversion of such Securities, cash and shares of Common Stock,
               the value of which (the Conversion Value) shall be equal to
               the product of:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | (A) the aggregate principal amount of Securities to be converted divided by
               1,000 multiplied by (B) the Conversion Rate; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the average of the Common Stock Price for the ten consecutive Trading Days
               (appropriately adjusted to take into account the occurrence during such period
               of stock splits and similar events) beginning on the second Trading Day
               following the day the Securities are tendered for conversion (the Ten
               Day Average Closing Stock Price); provided that, if the shares
               of Common Stock are not listed on The New York Stock Exchange, then the Ten Day
               Average Closing Stock Price shall be determined by the Company by reference to
               the Common Stock Price as reported by NASDAQ.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Subject to certain exceptions described below and under Sections 10.01(a)(iii)
               and 10.01(a)(iv), the Company shall deliver the Conversion Value to converting
               holders as follows:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | an amount in cash (the Principal Return) equal to the lesser
               of (a) the aggregate Conversion Value of the Securities to be converted and (b)
               the aggregate principal amount of the Securities to be converted;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | if the aggregate Conversion Value of the Securities to be converted is greater
               than the aggregate Principal Return of the Securities to be converted, an amount
               in shares (the Net Shares), determined as set forth below,
               equal to such aggregate Conversion Value less such aggregate Principal Return
               (the Net Share Amount); and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | an amount paid in cash, determined as set forth below, for any fractional shares
               of Common Stock.
| | ----- | ----------------------------------------------------------------------------------------------------------------

The
number of Net Shares to be paid shall be determined by dividing the Net Share Amount by
the Ten Day Average Closing Stock Price. Holders of Securities will not receive a
fractional share upon conversion of a Security. Instead, the Holder will receive cash for
the value of the fractional share. The cash payment for fractional shares shall be based
on the Ten Day Average Closing Stock Price.

The
Conversion Value, Principal Return, number of Net Shares and Net Share Amount shall be
determined by the Company at the end of the ten consecutive Trading Day period beginning
on the second Trading Day after the day the Securities are tendered for conversion (the
Determination Date).

(c)    
          The Company shall pay the Principal Return and cash for fractional shares and
          deliver the Net Shares, if any, as promptly as practicable after the Conversion
          Date, but in no event later than four Business Days thereafter. Except as
          provided in Section 10.02(c) and this Section 10.14(c), delivery of the
          Principal Return, Net Shares and cash in lieu of fractional shares shall be
          deemed to satisfy the Companys obligation with respect to a converted
          Security. Any accrued interest (including Liquidated Damages, if any) payable on
          a converted Security shall be deemed paid in full rather than canceled,
          extinguished or forfeited. The Company shall not adjust the Conversion Price to
          account for the accrued interest. Nonetheless, if Securities are converted after
          a regular record date and prior to the opening of business on the next interest
          payment date, including the date of maturity, Holders of such Securities at the
          close of business on such regular record date shall receive the interest (and
          Liquidated Damages, if any) payable on such Securities on the corresponding
          interest payment date notwithstanding the conversion.

(d)    
          [Reserved]

(e)    
          Neither the Trustee nor the Conversion Agent has any duty to determine or
          calculate the Conversion Value, Principal Return, number of Net Shares, the Net
          Share Amount or any other computation required under this Article 10, all of
          which shall be determined by the Company (or the Trustee, as the case may be) in
          accordance with the provisions of this Indenture, and the Trustee and Conversion
          Agent shall not be under any responsibility to determine the correctness of any
          such determinations and/or calculations and may conclusively rely on the
          correctness thereof.

Section 10.15. Simultaneous
Adjustments. In the event that this Article 10 requires adjustments to the Conversion
Price under more than one of Sections 10.05(a) and (c), and the record dates for the
distributions giving rise to such adjustments shall occur on the same date, then such
adjustments shall be made by applying, first, the provisions of Section 10.05(c), as
applicable, and, second, the provisions of Section 10.05(a). If more than one event
requiring adjustment pursuant to Section 10.05 shall occur before completing the
determination of the Conversion Price for the first event requiring such adjustment, then
the Board of Directors (whose determination shall, if made in good faith, be conclusive)
shall make such adjustments to the Conversion Price (and the calculation thereof) after
giving effect to all such events as shall preserve for Holders the Conversion Price
protection provided in Section 10.05.

# ARTICLE 11

# SUBSIDIARY GUARANTEE

Section 11.01. Unconditional
Guarantee. Subject to the provisions of this Article 11, each Subsidiary
Guarantor hereby jointly and severally unconditionally and irrevocably guarantees, on an
unsecured senior basis (such guarantee to be referred to herein as a
Guarantee) to each Holder of a Security authenticated and delivered by
the Trustee, and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Securities or the obligations of the
Company or any other Subsidiary Guarantors to the Holders or the Trustee hereunder or
thereunder, that: (a) the principal of, premium, if any, and interest on the Securities
(including Liquidated Damages, if any) shall be duly and punctually paid in full when due,
whether at maturity, by acceleration, upon redemption, purchase or otherwise, and interest
on the overdue principal and (to the extent permitted by law) interest, if any, on the
Securities and all other obligations of the Company or the Subsidiary Guarantors to the
Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under
Section 7.07 hereof) and all other obligations shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Securities or any of such other
obligations, the same shall be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed, or failing performance of
any other obligation of the Company to the Holders under this Indenture or under the
Securities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or
to perform or cause the performance of, the same immediately. An Event of Default under
this Indenture or the Securities shall constitute an event of default under the
Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of
the Subsidiary Guarantors hereunder in the same manner and to the same extent as the
obligations of the Company.

Each
of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Securityholder with respect to any provisions hereof or thereof, any
release of any other Subsidiary Guarantor, the recovery of any judgment against the
Company, any action to enforce the same, whether or not a Guarantee is affixed to any
particular Security, or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors hereby
waives the benefit of diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever and
covenants that its Guarantee shall not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture and this Guarantee. Each Guarantee
is a guarantee of payment and not of collection. If any Holder or the Trustee is required
by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any
custodian, trustee, liquidator or other similar official acting in relation to the Company
or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor
to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as
between it, on the one hand, and the Securityholders and the Trustee, on the other hand,
(a) subject to this Article 11, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 hereof for the purposes of its Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Subsidiary Guarantors for the
purpose of its Guarantee.

No
stockholder, officer, director, employee or incorporator, past, present or future, of any
Subsidiary Guarantor, as such, shall have any personal liability under the Guarantees by
reason of his, her or its status as such stockholder, officer, director, employee or
incorporator.

Section 11.02. Limitations on
Guarantees. The obligations of each Subsidiary Guarantor under its Guarantee will be
limited to the maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor and after giving effect to any collections from
or payments made by or on behalf of any other Subsidiary Guarantor in respect of the
obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to its
contribution obligations under the Indenture, will result in the obligations of such
Subsidiary Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.

Section 11.03. Execution and
Delivery of Guarantee. To further evidence its Guarantee set forth in Section 11.01,
each Subsidiary Guarantor hereby agrees that a notation of such Guarantee, substantially
in the form of Exhibit C herein, shall be endorsed on each Security authenticated and
delivered by the Trustee. Such Guarantee shall be executed on behalf of each Subsidiary
Guarantor by either manual or facsimile signature of one Officer of such Subsidiary
Guarantor, who, in each case, shall have been duly authorized to so execute by all
requisite corporate action. The validity and enforceability of any Guarantee shall not be
affected by the fact that it is not affixed to any particular Security.

Each
of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 11.01
shall remain in full force and effect notwithstanding any failure to endorse on each
Security a notation of such Guarantee.

If
an Officer of a Subsidiary Guarantor whose signature is on this Indenture or a Guarantee
no longer holds that office at the time the Trustee authenticates the Security on which
such Guarantee is endorsed or at any time thereafter, such Subsidiary Guarantors
Guarantee of such Security shall be valid nevertheless. The delivery of any Security by
the Trustee, after the authentication thereof hereunder, shall constitute due delivery of
any Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Section 11.04. Release of
a Subsidiary Guarantor.

(a)    
          If no Default exists or would exist under this Indenture, upon the sale or
          disposition of all of the Capital Stock of a Subsidiary Guarantor by the Company
          or another Subsidiary of the Company, other than to the Company or another
          Subsidiary, such Subsidiary Guarantor and each Subsidiary of such Subsidiary
          Guarantor that is also a Subsidiary Guarantor shall be deemed released from all
          obligations under this Article 11 without any further action required on the
          part of the Trustee or any Holder.

(b)    
          The Trustee shall deliver an appropriate instrument evidencing the release of a
          Subsidiary Guarantor upon receipt of a request by the Company or such Subsidiary
          Guarantor accompanied by an Officers Certificate and an Opinion of Counsel
          certifying as to the compliance with this Section 11.04, provided the
          legal counsel delivering such Opinion of Counsel may rely as to matters of fact
          on one or more Officers Certificates.

The
Trustee shall execute any documents reasonably requested by the Company or a Subsidiary
Guarantor in order to evidence the release of such Subsidiary Guarantor from its
obligations under its Guarantee endorsed on the Securities and under this Article 11.

Except
as set forth in Article 5 and this Section 11.04, nothing contained in this Indenture or
in any of the Securities shall prevent any consolidation or merger of a Subsidiary
Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any
sale or conveyance of the property of a Subsidiary Guarantor as an entirety or
substantially as an entirety to the Company or another Subsidiary Guarantor.

Section 11.05. Waiver of
Subrogation. Until this Indenture is discharged and all of the Securities are
discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives and
agrees not to exercise any claim or other rights which it may now or hereafter acquire
against the Company that arise from the existence, payment, performance or enforcement of
the Companys obligations under the Securities or this Indenture and such Subsidiary
Guarantors obligations under its Guarantee and this Indenture, in any such instance
including, without limitation, any right of subrogation, reimbursement, exoneration,
contribution, indemnification, and any right to participate in any claim or remedy of the
Holders against the Company, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including, without limitation, the right to take
or receive from the Company, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim or other
rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the
preceding sentence and any amounts owing to the Trustee or the Holders of Securities under
the Securities, this Indenture, or any other document or instrument delivered under or in
connection with such agreements or instruments, shall not have been paid in full, such
amount shall have been deemed to have been paid to such Subsidiary Guarantor for the
benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall
forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited
and applied to the obligations in favor of the Trustee or the Holders, as the case may be,
whether matured or unmatured, in accordance with the terms of this Indenture. Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver set forth in
this Section 11.05 is knowingly made in contemplation of such benefits.

Section 11.06. Immediate
Payment. Each Subsidiary Guarantor agrees to make immediate payment to the Trustee on
behalf of the Holders of all obligations owing or payable to the respective Holders upon
receipt of a demand for payment therefor by the Trustee to such Subsidiary Guarantor in
writing.

Section 11.07. No Set-Off.
Each payment to be made by a Subsidiary Guarantor hereunder in respect of the obligations
of such Subsidiary Guarantor shall be payable in the currency or currencies in which such
obligations are denominated, and shall be made without set-off, counterclaim, reduction or
diminution of any kind or nature.

Section 11.08. Obligations
Absolute. The obligations of each Subsidiary Guarantor hereunder are and shall be
absolute and unconditional and any monies or amounts expressed to be owing or payable by
each Subsidiary Guarantor hereunder which may not be recoverable from such Subsidiary
Guarantor on the basis of a Guarantee shall be recoverable from such Subsidiary Guarantor
as a primary obligor and principal debtor in respect thereof.

Section 11.09. Obligations
Continuing. The obligations of each Subsidiary Guarantor hereunder shall be continuing
and shall remain in full force and effect until all the obligations have been paid and
satisfied in full. Each Subsidiary Guarantor agrees with the Trustee that it will from
time to time deliver to the Trustee suitable acknowledgments of this continued liability
hereunder and under any other instrument or instruments in such form as counsel to the
Trustee may advise and as will prevent any action brought against it in respect of any
default hereunder from being barred by any statute of limitations now or hereafter in
force and, in the event of the failure of a Subsidiary Guarantor so to do, it hereby
irrevocably appoints the Trustee the attorney and agent of such Subsidiary Guarantor to
make, execute and deliver such written acknowledgment or acknowledgments or other
instruments as may from time to time become necessary or advisable, in the judgment of the
Trustee on the advice of counsel, to fully maintain and keep in force the liability of
such Subsidiary Guarantor hereunder.

Section 11.10. Obligations Not
Reduced. The obligations of each Subsidiary Guarantor hereunder shall not be
satisfied, reduced or discharged solely by the payment of such principal, premium, if any,
interest, fees and other monies or amounts as may at any time prior to discharge of this
Indenture pursuant to Article 8 be or become owing or payable under or by virtue of or
otherwise in connection with the Securities or this Indenture.

Section 11.11. Obligations
Reinstated. The obligations of each Subsidiary Guarantor hereunder shall continue to
be effective or shall be reinstated, as the case may be, if at any time any payment which
would otherwise have reduced the obligations of any Subsidiary Guarantor hereunder
(whether such payment shall have been made by or on behalf of the Company or by or on
behalf of a Subsidiary Guarantor) is rescinded or reclaimed from any of the Holders upon
the insolvency, bankruptcy, liquidation or reorganization of the Company or any Subsidiary
Guarantor or otherwise, all as though such payment had not been made. If demand for, or
acceleration of the time for, payment by the Company is stayed upon the insolvency,
bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise
subject to demand for payment or acceleration shall nonetheless be payable by each
Subsidiary Guarantor as provided herein.

Section 11.12. Obligations Not
Affected. The obligations of each Subsidiary Guarantor hereunder shall not be
affected, impaired or diminished in any way by any act, omission, matter or thing
whatsoever, occurring before, upon or after any demand for payment hereunder (and whether
or not known or consented to by any Subsidiary Guarantor or any of the Holders) which, but
for this provision, might constitute a whole or partial defense to a claim against any
Subsidiary Guarantor hereunder or might operate to release or otherwise exonerate any
Subsidiary Guarantor from any of its obligations hereunder or otherwise affect such
obligations, whether occasioned by default of any of the Holders or otherwise, including,
without limitation:

(a)    
          any limitation of status or power, disability, incapacity or other circumstance
          relating to the Company or any other person, including any insolvency,
          bankruptcy, liquidation, reorganization, readjustment, composition, dissolution,
          winding up or other proceeding involving or affecting the Company or any other
          person;

(b)    
          any irregularity, defect, unenforceability or invalidity in respect of any
          indebtedness or other obligation of the Company or any other person under this
          Indenture, the Securities or any other document or instrument;

(c)    
          any failure of the Company, whether or not without fault on their part, to
          perform or comply with any of the provisions of this Indenture or the
          Securities, or to give notice thereof to a Subsidiary Guarantor;

(d)    
          the taking or enforcing or exercising or the refusal or neglect to take or
          enforce or exercise any right or remedy from or against the Company or any other
          person or their respective assets or the release or discharge of any such right
          or remedy;

(e)    
          the granting of time, renewals, extensions, compromises, concessions, waivers,
          releases, discharges and other indulgences to the Company or any other Person;

(f)    
          any change in the time, manner or place of payment of, or in any other term of,
          any of the Securities, or any other amendment, variation, supplement,
          replacement or waiver of, or any consent to departure from, any of the
          Securities or this Indenture, including, without limitation, any increase or
          decrease in the principal amount of or premium, if any, or interest on any of
          the Securities;

(g)    
          any change in the ownership, control, name, objects, businesses, assets, capital
          structure or constitution of the Company or a Subsidiary Guarantor;

(h)    
          any merger or amalgamation of the Company or a Subsidiary Guarantor with any
          Person or Persons;

(i)    
          the occurrence of any change in the laws, rules, regulations or ordinances of
          any jurisdiction by any present or future action of any governmental authority
          or court amending, varying, reducing or otherwise affecting, or purporting to
          amend, vary, reduce or otherwise affect, any of the obligations of a Subsidiary
          Guarantor under its Guarantee; and

(j)    
          any other circumstance (other than by complete, irrevocable payment), including
          release of any other Subsidiary Guarantor pursuant to Section 11.04, that might
          otherwise constitute a legal or equitable discharge or defense of the Company
          under this Indenture or the Securities or of a Subsidiary Guarantor in respect
          of its Guarantee hereunder.

Section 11.13. Waiver. Without
in any way limiting the provisions of Section 11.01 hereof, each Subsidiary Guarantor
hereby waives notice of acceptance hereof, notice of any liability of any Subsidiary
Guarantor hereunder, notice or proof of reliance by the Holders upon the obligations of
any Subsidiary Guarantor hereunder, and diligence, presentment, demand for payment on the
Company, protest, notice of dishonor or non-payment of any of the amounts owing in respect
of the Securities, or other notice or formalities to the Company or any Subsidiary
Guarantor of any kind whatsoever.

Section 11.14. No Obligation To
Take Action Against the Company. Neither the Trustee nor any other Person shall have
any obligation to enforce or exhaust any rights or remedies or to take any other steps
against the Company or any other Person or any property of the Company or any other Person
before the Trustee is entitled to demand payment and performance by any or all Subsidiary
Guarantors of their liabilities and obligations under their Guarantees or under this
Indenture.

Section 11.15. Dealing with the
Company and Others. The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Subsidiary Guarantor
hereunder and without the consent of or notice to any Subsidiary Guarantor, may

(a)    
          grant time, renewals, extensions, compromises, concessions, waivers, releases,
          discharges and other indulgences to the Company or any other Person;

(b)    
          take or abstain from taking security or collateral from the Company or from
          perfecting security or collateral of the Company;

(c)    
          release, discharge, compromise, realize, enforce or otherwise deal with or do
          any act or thing in respect of (with or without consideration) any and all
          collateral, mortgages or other security given by the Company or any third party
          with respect to the obligations or matters contemplated by this Indenture or the
          Securities;

(d)    
          accept compromises or arrangements from the Company;

(e)    
          apply all monies at any time received from the Company or from any security upon
          such part of the obligations of the Company as the Holders may see fit or change
          any such application in whole or in part from time to time as the Holders may
          see fit; and

(f)    
          otherwise deal with, or waive or modify their right to deal with, the Company
          and all other Persons and any security as the Holders or the Trustee may see
          fit.

Section 11.16. Default and
Enforcement. If any Subsidiary Guarantor fails to pay in accordance with Section 11.06
hereof, the Trustee may proceed in its name as trustee hereunder in the enforcement of the
Guarantee of any such Subsidiary Guarantor and such Subsidiary Guarantors
obligations thereunder and hereunder by any remedy provided by law, whether by legal
proceedings or otherwise, and to recover from such Subsidiary Guarantor the obligations.

Section 11.17. Amendment, Etc.
No amendment, modification or waiver of any provision of this Indenture relating to any
Subsidiary Guarantor or consent to any departure by any Subsidiary Guarantor or any other
Person from any such provision will in any event be effective unless it is signed by such
Subsidiary Guarantor and the Trustee.

Section 11.18. Acknowledgment.
Each Subsidiary Guarantor hereby acknowledges communication of the terms of this Indenture
and the Securities and consents to and approves of the same.

Section 11.19. Costs and
Expenses. Each Subsidiary Guarantor shall pay on demand by the Trustee any and all
reasonable costs, fees and expenses (including, without limitation, legal fees and
expenses) incurred by the Trustee, its agents, advisors and counsel or any of the Holders
in enforcing any of their rights under any Guarantee.

Section 11.20. No Merger or
Waiver; Cumulative Remedies. No Guarantee shall operate by way of merger of any of the
obligations of a Subsidiary Guarantor under any other agreement, including, without
limitation, this Indenture. No failure to exercise and no delay in exercising, on the part
of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under
this Indenture or the Securities, shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder or under this
Indenture or the Securities preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges in the Guarantee and under this Indenture, the Securities and any other
document or instrument between a Subsidiary Guarantor and/or the Company and the Trustee
are cumulative and not exclusive of any rights, remedies, powers and privilege provided by
law.

Section 11.21. Survival of
Obligations. Without prejudice to the survival of any of the other obligations of each
Subsidiary Guarantor hereunder, the obligations of each Subsidiary Guarantor under Section
11.01 shall survive the payment in full of the Obligations and shall be enforceable
against such Subsidiary Guarantor without regard to and without giving effect to any
defense, right of offset or counterclaim available to or which may be asserted by the
Company or any Subsidiary Guarantor.

Section 11.22. Guarantee in
Addition to Other Obligations. The obligations of each Subsidiary Guarantor under its
Guarantee and this Indenture are in addition to and not in substitution for any other
obligations to the Trustee or to any of the Holders in relation to this Indenture or the
Securities and any guarantees or security at any time held by or for the benefit of any of
them.

Section 11.23. Severability.
Any provision of this Article 11 which is prohibited or unenforceable in any jurisdiction
shall not invalidate the remaining provisions and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction unless its removal would substantially defeat the basic intent, spirit
and purpose of this Indenture and this Article 11.

Section 11.24. Successors and
Assigns. Each Guarantee shall be binding upon and inure to the benefit of each
Subsidiary Guarantor and the Trustee and the other Holders and their respective successors
and permitted assigns, except that no Subsidiary Guarantor may assign any of its
obligations hereunder or thereunder.

# ARTICLE 12

# MISCELLANEOUS

Section 12.01. Trust Indenture Act
Controls. If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

Section 12.02. Notices. Any
request, demand, authorization, notice, waiver, consent or communication shall be in
writing and delivered in person or mailed by first-class mail, postage prepaid, addressed
as follows, or transmitted by facsimile transmission (confirmed orally) to the following
facsimile numbers:

| | if to the Company, to:      Magnum Hunter Resources, Inc.       600 East Las Colinas Blvd.      Suite 1100      Irving, Texas 75039       Attention: Chief Executive Officer     Facsimile No.: (972) 401-3110                     
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | if to the Trustee, to:       Deutsche Bank Trust Company Americas        60 Wall Street, 27th Floor, MS NYC 60-2710       New York, New York 10005       Attn: Corporate Trust & Agency Services      Facsimile No.: (212) 797-8614

The
Company or the Trustee by notice given to the other in the manner provided above may
designate additional or different addresses for subsequent notices or communications.

Any
notice or communication given to a Holder shall be mailed to the Holder, by first-class
mail, postage prepaid, at the Holders address as it appears on the registration
books of the Registrar and shall be sufficiently given if so mailed within the time
prescribed.

Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not received by the addressee.

If
the Company mails a notice or communication to the Holders, it shall mail a copy to the
Trustee and each Registrar, Paying Agent, Conversion Agent or co-registrar.

Section 12.03. Communication by
Holders with Other Holders. Holders may communicate pursuant to TIA Section 312(b)
with other Holders with respect to their rights under this Indenture or the Securities.
The Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone
else shall have the protection of TIA Section 312(c).

Section 12.04. Certificate and
Opinion as to Conditions Precedent. Upon any request or application by the Company to
the Trustee to take or refrain from taking any action under this Indenture, the Company
shall furnish to the Trustee:

(a)    
          an Officers Certificate stating that, in the opinion of the signers, all
          conditions precedent, if any, provided for in this Indenture relating to the
          proposed action have been complied with; and

(b)    
          an Opinion of Counsel stating that, in the opinion of such counsel, all such
          conditions precedent have been complied with.

In
any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such eligible and qualified Persons as to other
matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.

Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which his or
her certificate or opinion is based are erroneous. Any such certificate or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating the
information on which counsel is relying unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.

Where
any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.

Section 12.05. Statements Required
in Certificate or Opinion. Each Officers Certificate or Opinion of Counsel with
respect to compliance with a covenant or condition provided for in this Indenture shall
include:

(a)    
          a statement that each person making such Officers Certificate or Opinion
          of Counsel has read such covenant or condition;

(b)    
          a brief statement as to the nature and scope of the examination or investigation
          upon which the statements or opinions contained in such Officers
          Certificate or Opinion of Counsel are based;

(c)    
          a statement that, in the opinion of each such person, he has made such
          examination or investigation as is necessary to enable such person to express an
          informed opinion as to whether or not such covenant or condition has been
          complied with; and

(d)    
          a statement that, in the opinion of such person, such covenant or condition has
          been complied with.

Section 12.06. Separability
Clause. In case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 12.07. Rules by Trustee,
Paying Agent, Conversion Agent and Registrar. The Trustee may make reasonable rules
for action by or a meeting of Holders. The Registrar, the Conversion Agent and the Paying
Agent may make reasonable rules for their functions.

Section 12.08. Legal Holidays.
A Legal Holiday is any day other than a Business Day. If any specified
date (including a date for giving notice) is a Legal Holiday, the action shall be taken on
the next succeeding day that is not a Legal Holiday, and, if the action to be taken on
such date is a payment in respect of the Securities, no interest (including Liquidated
Damages, if any), shall accrue for the intervening period.

Section 12.09. Governing Law.
THIS INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF
THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

Section 12.10. No Recourse Against
Others. A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities or for any
claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Securityholder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the Securities.

Section 12.11. Successors. All
agreements of the Company in this Indenture and the Securities shall bind its successor.
All agreements of the Trustee in this Indenture shall bind its successor.

Section 12.12. Multiple
Originals. This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one and the same
instrument.

IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on
behalf of the respective parties hereto as of the date first above written.

| | MAGNUM HUNTER RESOURCES, INC.  By:_________________________ Name: Title:                                                                          
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | MAGNUM HUNTER PRODUCTION, INC., as Subsidiary Guarantor   By:_________________________    Name: Title:                                            
| | GRUY PETROLEUM MANAGEMENT CO., as Subsidiary Guarantor By:_________________________   Name: Title:                                                
| | HUNTER GAS GATHERING, INC., as Subsidiary Guarantor By:_________________________ Name: Title:                                                     
| | TRAPMAR PROPERTIES, INC., as Subsidiary Guarantor  By:_________________________ Name: Title:                                                      
| | CONMAG ENERGY CORPORATION, as Subsidiary Guarantor By:_________________________ Name: Title:                                                      
| | PINTAIL ENERGY, INC., as Subsidiary Guarantor By:_________________________   Name:Title:                                                          
| | PRIZE OPERATING COMPANY, as Subsidiary Guarantor By:_________________________     Name: Title:                                                    
| | PEC (DELAWARE), INC., as Subsidiary Guarantor  By:_________________________  Name:  Title:                                                        
| | OKLAHOMA GAS PROCESSING, INC., as Subsidiary Guarantor  By:_________________________  Name:   Title:                                              
| | PRIZE ENERGY RESOURCES L.P., as Subsidiary Guarantor By:  Prize Operating Company, its General Partner  By:_________________________  Name: Title:
| | DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee  By:_________________________  Name:  Title:                                                     

EXHIBIT A-1

# [FORM OF FACE OF
GLOBAL SECURITY]

THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, OR THE SECURITIES ACT, AND
THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE
HOLDER OF THIS SECURITY BY PURCHASING THIS SECURITY REPRESENTS AND AGREES THAT IT IS A
QUALIFIED INSTITUTIONAL BUYER.

UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO MAGNUM HUNTER RESOURCES, INC. (THE COMPANY) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

# MAGNUM HUNTER
RESOURCES, INC.

# Floating Rate
Convertible Senior Notes Due 2023

|No.:        |  | CUSIP: 55972F AE 4 | 
|----------- |  | ------------------ | 
|Issue Date: |  | Principal Amount:  | 

MAGNUM
HUNTER RESOURCES, INC., a Nevada corporation, promises to pay to Cede & Co. or
registered assigns, the principal amount as set forth on Schedule I hereto, on December
15, 2023, subject to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place. This Security is convertible as specified on the other side of this
Security.

Interest
Payment Dates: March 15, June 15, September 15 and December 15, commencing March 15, 2004.

Record Dates:  March 1, June 1, September 1 and December 1, commencing March 1, 2004.

|Dated: |                                                                                  
|------ | ---------------------------------------------------------------------------------
|       | MAGNUM HUNTER RESOURCES, INC. By:_________________________      Name:      Title:

# TRUSTEES
CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas,
as Trustee, certifies that this is one of the Securities referred to in the
within-mentioned Indenture.

|By:______________________________ Authorized Signatory | 
|------------------------------------------------------ | 
|Dated:                                                 | 

# [FORM OF REVERSE SIDE
OF NOTE]

# MAGNUM HUNTER
RESOURCES, INC.

# Floating Rate
Convertible Senior Notes Due 2023

(1)    
          Interest.

This
Security will bear interest from December 17, 2003 or from the most recent date to which
interest has been paid or duly provided for, quarterly in arrears on March 15, June 15,
September 15 and December 15 of each year, subject to Section 12.08 of the Indenture,
commencing March 15, 2004. This Security will bear interest from December 17, 2003 to but
excluding March 15, 2004 at a rate of 1.17% per annum. Beginning March 15, 2004, this
Security will bear interest at a rate per annum equal to 3-month LIBOR, reset quarterly.
The 3-month LIBOR applicable to any quarterly period beginning on a March 15, June 15,
September 15 or December 15 shall be 3-month LIBOR on the LIBOR Determination Date
immediately preceding such March 15, June 15, September 15 or December 15. Regardless of
the level of 3-month LIBOR, however, the annual rate of interest on the Securities will
never be less than zero. The Company will pay interest on any overdue principal amount at
the interest rate borne by the Securities at the time such interest on the overdue
principal amount accrues, compounded quarterly, and it shall pay interest on overdue
installments of interest and Liquidated Damages, if any (without regard to any applicable
grace period), at the same interest rate, compounded quarterly. Interest (including
Liquidated Damages, if any) on the Securities will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

(2)    
          Method of Payment.

The
Company will pay interest (including Liquidated Damages, if any) on this Security to the
Person who is the registered Holder of this Security at the close of business on March 1,
June 1, September 1 or December 1, as the case may be, immediately preceding the related
interest payment date. Subject to the terms and conditions of the Indenture, the Company
will make payments in respect of the Redemption Price, Purchase Price, Change in Control
Purchase Price and the principal amount at Stated Maturity, as the case may be, to the
Holder who surrenders a Security to a Paying Agent to collect such payments in respect of
the Security. The Company will pay cash amounts in money of the United States that at the
time of payment is legal tender for payment of public and private debts. However, the
Company may pay interest (including Liquidated Damages, if any), the Redemption Price,
Purchase Price, Change in Control Purchase Price and the principal amount at Stated
Maturity, as the case may be, by check or wire payable in such money; provided that
a Holder holding Securities with an aggregate principal amount in excess of $1,000,000 may
request payment by wire transfer in immediately available funds to an account in North
America at the election of such Holder. The Company may mail an interest check to the
Holders registered address. Notwithstanding the foregoing, so long as this Security
is registered in the name of a Depositary or its nominee, all payments hereon shall be
made by wire transfer of immediately available funds to the account of the Depositary or
its nominee.

(3)    
          Paying Agent, Conversion Agent and Registrar.

Initially,
Deutsche Bank Trust Company Americas (the Trustee) will act as Paying
Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying
Agent, Conversion Agent or Registrar without notice, other than notice to the Trustee;
provided that the Company will maintain at least one Paying Agent having an office
or agency in the State of New York, City of New York, Borough of Manhattan, which shall
initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or
any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.

(4)    
          Indenture.

The
Company issued the Securities under an Indenture dated as of December 17, 2003 (the
Indenture), between the Company, the Subsidiary Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the TIA). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a statement of
those terms.

The
Securities are general unsecured obligations of the Company limited to up to $125,000,000
aggregate principal amount (which shall include Deutsche Bank Securities Inc.s
option to purchase up to $25,000,000 aggregate principal amount of additional Securities).
The Indenture does not limit other indebtedness of the Company, secured or unsecured.

(5)    
          Redemption at the Option of the Company.

No
sinking fund is provided for the Securities. Beginning on December 22, 2008 and during the
periods thereafter to maturity, the Securities are redeemable as a whole at any time, or
in part from time to time, in any integral multiple of $1,000, at the option of the
Company for cash at a Redemption Price equal to 100% of the principal amount, together
with accrued but unpaid interest (including Liquidated Damages, if any) thereon, up to but
not including the Redemption Date; provided that, if the Redemption Date is on or
after an interest record date but on or prior to the related interest payment date,
interest will be payable to the Holders in whose names the Securities are registered at
the close of business on the relevant interest record date.

(6)    
          Purchase By the Company at the Option of the Holder; Purchase at the Option
          of the Holder Upon a Change in Control.

Subject
to the terms and conditions of the Indenture, the Company shall become obligated to
purchase, at the option of the Holder, all or a portion of the Securities held by such
Holder, in any integral multiple of $1,000, on December 15, 2008, December 15, 2013 and
December 15, 2018 (each, a Purchase Date), for cash at a purchase price
per Security equal to 100% of the aggregate principal amount of the Security (the
Purchase Price), together with accrued but unpaid interest (including
Liquidated Damages, if any) thereon, up to but not including the Purchase Date upon
delivery of a Purchase Notice containing the information set forth in the Indenture,
together with the Securities subject thereto, at any time from the opening of business on
the date that is 30 Business Days prior to such Purchase Date until the close of business
on the Business Day prior to such Purchase Date, and upon delivery of the Securities to
the Paying Agent by the Holder as set forth in the Indenture.

At
the option of the Holder and subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase the Securities held by such Holder after the
occurrence of a Change in Control of the Company for a Change in Control Purchase Price
equal to 100% of the principal amount thereof plus accrued but unpaid interest (including
Liquidated Damages, if any) thereon, up to but not including the Change in Control
Purchase Date which Change in Control Purchase Price shall be paid in cash
(provided that, if the Change in Control Purchase Date is on or after an interest
record date but on or prior to the related interest payment date, accrued but unpaid
interest will be payable to the Holders in whose names the Securities are registered at
the close of business on the relevant record date). Holders have the right to withdraw any
Purchase Notice or Change in Control Purchase Notice, as the case may be, by delivering to
the Paying Agent a written notice of withdrawal in accordance with the provisions of the
Indenture.

If
cash sufficient to pay the Purchase Price or Change in Control Purchase Price, as the case
may be, and accrued but unpaid interest (including Liquidated Damages, if any) on all
Securities or portions thereof to be purchased as of the Purchase Date or the Change in
Control Purchase Date, as the case may be, is held by the Paying Agent on the Business Day
immediately following the Purchase Date or the Change in Control Purchase Date, interest
(including Liquidated Damages, if any) shall cease to accrue on such Securities (or
portions thereof) as of such Purchase Date or Change in Control Purchase Date, and the
Holder thereof shall have no other rights as such, other than the right to receive the
Purchase Price or Change in Control Purchase Price, as the case may be, and interest
(including Liquidated Damages, if any) upon surrender of such Security.

(7)    
          Notice of Redemption.

Notice
of redemption pursuant to paragraph 5 of this Security will be mailed at least 30 days but
not more than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at the Holders registered address. If money sufficient to pay the
Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption
Date is deposited with the Paying Agent prior to or on the Redemption Date, immediately
after such Redemption Date, interest (including Liquidated Damages, if any) shall cease to
accrue on such Securities or portions thereof. Securities in denominations larger than
$1,000 of principal amount may be redeemed in part but only in integral multiples of
$1,000 of principal amount.

(8)    
          Conversion.

Upon
satisfaction of the conditions set forth in Section 10.01(a) of the Indenture, a Holder of
a Security may convert any portion of the principal amount of any Security that is an
integral multiple of $1,000 into cash and fully paid and non-assessable shares (calculated
as to each conversion to the nearest 1/100th of a share) of Common Stock in accordance
with the provisions of Section 10.14 of the Indenture; provided that if such
Security is called for redemption, the conversion right will terminate at the close of
business on the second Business Day immediately preceding the Redemption Date of such
Security (unless the Company shall default in making the redemption payment when due, in
which case the conversion right shall terminate at the close of business on the date such
Default is cured and such Security is redeemed). Such conversion right shall commence on
the initial issuance date of the Securities and expire at the close of business on the
Business Day immediately preceding the date of maturity, subject, in the case of
conversion of any Global Security, to any Applicable Procedures. The Conversion Price
shall, as of the date of the Indenture, initially be $12.19. The Conversion Rate shall, as
of the date of the Indenture, initially be 82.0345. The Conversion Price and Conversion
Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion,
no adjustment for interest (including Liquidated Damages, if any) or dividends will be
made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will
be paid in cash based upon the Ten Day Average Closing Stock Price (as defined in the
Indenture). Delivery of the Principal Return, Net Shares and cash in lieu of fractional
shares shall be deemed to satisfy the Companys obligations with respect to a
converted Security. Except as provided in Section 10.02(c) and Section 10.14(c) of the
Indenture, any accrued interest (including Liquidated Damages, if any) payable on a
converted Security will be deemed paid in full, rather than cancelled, extinguished or
forfeited.

To
convert a Security, a Holder must (a) complete and sign the conversion notice set forth
below and deliver such notice to the Conversion Agent, (b) surrender the Security to the
Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required
by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required
and (e) if the Security is held in book-entry form, complete and deliver to the Depositary
appropriate instructions pursuant to the Depositarys book-entry conversion programs.
If a Holder surrenders a Security for conversion between the record date for the payment
of an installment of interest and the related interest payment date, the Security must be
accompanied by payment of an amount equal to the interest (including Liquidated Damages,
if any) payable on such interest payment date on the principal amount of the Security or
portion thereof then converted; provided that no such payment shall be required if
such Security has been called for redemption on a Redemption Date within the period
between and including such record date and such interest payment date, or if such Security
is surrendered for conversion on the interest payment date. A Holder may convert a portion
of a Security equal to $1,000 or any integral multiple thereof.

A
Security in respect of which a Holder has delivered a Purchase Notice or a Change of
Control Purchase Notice exercising the option of such Holder to require the Company to
repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the
Indenture may be converted only if such notice of exercise is withdrawn in accordance with
the terms of the Indenture.

(9)    
          Denominations; Transfer; Exchange.

The
Securities are in fully registered form, without coupons, in denominations of $1,000 of
principal amount and integral multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture. The Registrar need not
transfer or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed), or any
Securities in respect of which a Purchase Notice or a Change in Control Purchase Notice
has been given and not withdrawn (except, in the case of a Security to be purchased in
part, the portion of the Security not to be purchased), or any Securities for a period of
15 days before the mailing of a notice of redemption of Securities to be redeemed.

(10)    
          Persons Deemed Owners.

The
registered Holder of this Security may be treated as the owner of this Security for all
purposes.

(11)    
          Unclaimed Money or Securities.

The
Trustee and the Paying Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to the Securities that
remains unclaimed for two years, subject to applicable unclaimed property law. After
return to the Company, Holders entitled to the money or securities must look to the
Company, for payment as general creditors unless an applicable abandoned property law
designates another person.

(12)    
          Amendment; Waiver.

Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may
be amended with the written consent of the Holders of at least a majority in aggregate
principal amount of the Securities at the time outstanding and (ii) certain Defaults may
be waived with the written consent of the Holders of a majority in aggregate principal
amount of the Securities at the time outstanding. Subject to certain exceptions set forth
in the Indenture, without the consent of any Securityholder, the Company and the Trustee
may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or
inconsistency, or make any other change that does not adversely affect the rights of any
Holder in any material respect, (ii) to comply with Article 5 or Section 10.11 of the
Indenture, (iii) to make provisions with respect to the conversion right of Holders
pursuant to the requirements of Section 10.11 and Section 10.01 of the Indenture, (iv) to
evidence and provide for the acceptance of appointment under the Indenture by a successor
Trustee, (v) to comply with the provisions of the TIA or any requirement of the SEC in
connection with the qualification of the Indenture under the TIA, or (vi) to add
additional Subsidiary Guarantors in accordance with Section 4.08.

(13)    
          Defaults and Remedies.

Except
as set forth in the Indenture, if an Event of Default occurs and is continuing, the
Trustee or the Holders of not less than 25% in principal amount of Securities then
outstanding may declare all the Securities to be due and payable in the manner, at the
time and with the effect provided in the Indenture. Holders of Securities may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Securities unless it has received indemnity
reasonably satisfactory to it. The Indenture permits, subject to certain limitations
therein provided, Holders of a majority in aggregate principal amount of the Securities
then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of Securities notice of any continuing Default or Event of
Default (except a default in payment of principal, premium, if any, or interest when due,
for any reason) if it determines in good faith that withholding notice is in the interest
of Holders.

(14)    
          Trustee Dealings with the Company.

Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates
and may otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.

(15)    
          No Recourse Against Others.

A
director, officer, employee or shareholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Securityholder waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Securities.

(16)    
          Guarantees.

This
Security will be entitled to the benefit of certain Guarantees made for the benefit of the
Holders. Reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and obligations thereunder of the Subsidiary
Guarantors, the Trustee and the Holders.

(17)    
          Ranking.

The
Securities shall be unsecured senior obligations of the Company and shall rank equally in
payment with the Companys 9.6% Senior Notes due 2012 and any other existing and
future unsecured senior indebtedness and senior to any future subordinated indebtedness.
The Guarantees shall be unsecured senior obligations and will rank equally in payment with
the guarantees by the Subsidiary Guarantors of the Companys 9.6% Senior Notes due
2012 and all other existing and future unsecured senior indebtedness of the Subsidiary
Guarantors.

(18)    
          Authentication.

This
Security shall not be valid until an authorized signatory of the Trustee manually signs
the Trustees Certificate of Authentication on the other side of this Security.

(19)    
          Abbreviations.

Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM
(Tenants In Common), TEN ENT (Tenants By The Entireties),
JT TEN (Joint Tenants With Right Of Survivorship And Not As Tenants In
Common), CUST (Custodian) and U/G/M/A (Uniform Gift
To Minors Act).

(20)    
          Governing Law.

THE
LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY.

(21)    
          CUSIP Numbers.

Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Securities as a
convenience to the Holders of the Securities. No representation is made as to the accuracy
of such numbers as printed on the Securities and reliance may be placed only on the other
identification numbers printed hereon.

|ASSIGNMENT FORM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | CONVERSION NOTICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|To assign this Security, fill in the form belowI or we assign and transfer this Security to  __________________________________   __________________________________ __________________________________ (Insert assignee's soc.  sec.  or tax ID no.)__________________________________ __________________________________(Print or type assignee's name, address and zip code)__________________________________  __________________________________  and irrevocably appoint _________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date:_____________ | To convert this Security into Cash and Common Stock of  the Company, check the box   To convert only part of this Security, state the  principal amount to be converted (which must be $1,000 or an integral multiple of $1,000): __________________________________If you want the stock certificate made out in anotherperson's name fill in the form below: (Insert the other person's soc.  sec.  tax ID no.)__________________________________________________________(Print or type other person's name, address and zip code) Your Signature:________________________________ (Sign exactly as your name appears on the other side of  this Security)

|Signature Guaranteed_________________________________Participant in a Recognized SignatureGuarantee Medallion ProgramBy:  ______________________________ Authorized Signatory | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

# FORM OF PURCHASE NOTICE

To: Magnum Hunter
Resources, Inc.

The
undersigned registered holder of this Security requests and instructs the Company to
purchase this Security, or the portion hereof (which is $1,000 principal amount or a
multiple thereof) designated below, on the December 15 specified below, in accordance with
the terms and conditions specified in paragraph 6 of this Security and the Indenture
referred to in this Security and directs that the check in payment for this Security or
the portion thereof and any Securities representing the portion of principal amount hereof
not to be so purchased, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If any portion of this Security not purchased is
to be issued in the name of a Person other than the undersigned, the undersigned shall pay
all transfer taxes payable with respect thereto.

|Dated: | ____________________________________ Signature(s)
|------ | -------------------------------------------------

Fill in for registration of Securities
not purchased if to be issued other
than to and in the name of registered holder:

|___________________________________________  (Name)___________________________________________  (Street Address)___________________________________________  (City, state and zip code)Please print name and addressprincipal amount to be purchased (if less than all):  $__,000date of requested purchase:  December 15, 20__      (specify either December 15, 2008, 2013 or 2018)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# FORM OF OPTION TO
ELECT REPURCHASE UPON A CHANGE IN CONTROL

To: Magnum Hunter
Resources, Inc.

The
undersigned registered holder of this Security hereby acknowledges receipt of a notice
from Magnum Hunter Resources, Inc. (the Company) as to the occurrence of a
Change in Control with respect to the Company and requests and instructs the Company to
repurchase this Security, or the portion hereof (which is $1,000 principal amount or a
multiple thereof) designated below, in accordance with the terms of the Indenture referred
to in this Security and directs that the check in payment for this Security or the portion
thereof and any Securities representing any unrepurchased principal amount hereof, be
issued and delivered to the registered holder hereof unless a different name has been
indicated below. If any portion of this Security not repurchased is to be issued in the
name of a Person other than the undersigned, the undersigned shall pay all transfer taxes
payable with respect thereto.

|Dated: | ____________________________________ Signature(s)
|------ | -------------------------------------------------

Fill in for registration of Securities notrepurchased if to be issued other thanto and in the name of registered holder:

|____________________________________________(Name)____________________________________________(Street Address)____________________________________________(City, state and zip code)Please print name and addressprincipal amount to be purchased (if less than all):  $__,000
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# SCHEDULE I

# MAGNUM HUNTER
RESOURCES, INC.

# Floating Rate
Convertible Senior Notes Due 2023

|Date |  | Principal Amount |  | Notation | 
|---- |  | ---------------- |  | -------- | 

EXHIBIT A-2

# [FORM OF CERTIFICATED
SECURITY]

THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, OR THE SECURITIES ACT, AND
THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE
HOLDER OF THIS SECURITY BY PURCHASING THIS SECURITY REPRESENTS AND AGREES THAT IT IS A
QUALIFIED INSTITUTIONAL BUYER.

# MAGNUM HUNTER
RESOURCES, INC.

# Floating Rate
Convertible Senior Notes Due 2023

|No.:        |  | CUSIP:            | 
|----------- |  | ----------------- | 
|Issue Date: |  | Principal Amount: | 

MAGNUM HUNTER RESOURCES, INC., a Nevada corporation, promises to pay to
______________________________________________________________________________________or registered assigns, the principal
amount of ______________________________, on December 15, 2023, subject to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. This Security is convertible as
specified on the other side of this Security.

Interest Payment Dates:  March 15, June 15, September 15 and December 15, commencing March 15, 2004

Record Dates:  March 1, June 1, September 1 and December 1, commencing March 1, 2004

|Dated: | MAGNUM HUNTER RESOURCES, INC. By:_________________________      Name:     Title:
|------ | --------------------------------------------------------------------------------

# TRUSTEES
CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas,
as Trustee, certifies that this is one of the Securities referred to in the
within-mentioned Indenture.

|By:_______________________       Authorized SignatoryDated:
|-----------------------------------------------------------

# [FORM OF REVERSE SIDE
IS IDENTICAL TO EXHIBIT A-1]

# EXHIBIT B

# Transfer Certificate

In
connection with any transfer of any of the Securities, the undersigned registered owner of
this Security hereby certifies with respect to
$                 
principal amount of the above-captioned Securities presented or surrendered on the date
hereof (the Surrendered Securities) for registration of transfer, or
for exchange or conversion where the securities deliverable upon such exchange or
conversion are to be registered in a name other than that of the undersigned registered
owner (each such transaction being a transfer), that such transfer complies
with the restrictive legend set forth on the face of the Surrendered Securities for the
reason checked below:

        A
transfer of the Surrendered Securities is made to the Company or any subsidiaries; or

        The Surrendered Securities are being transferred to a qualified institutional
buyer in compliance with Rule 144A under the U.S. Securities Act of 1933, as amended
(the Securities Act).

|Date:  __________________________ | _______________________________                    Signature(s)
|--------------------------------- | ---------------------------------------------------------------

(If
the registered owner is a corporation, partnership or fiduciary, the title of the Person
signing on behalf of such registered owner must be stated.)

|Signature Guaranteed__________________________________________________Participant in a Recognized SignatureGuarantee Medallion ProgramBy:  _____________________________________________      Authorized Signatory
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT C

# GUARANTEE

For
value received, the undersigned hereby unconditionally guarantees, as principal obligor
and not only as a surety, to the Holder of this Security the cash payments in United
States dollars of principal of, premium, if any, and interest (including Liquidated
Damages, if any) on this Security in the amounts and at the times when due, and interest
on the overdue principal, premium, if any, and interest, if any, of this Security, if
lawful, and the payment or performance of all other obligations of the Company under the
Indenture or the Securities, to the Holder of this Security and the Trustee, all in
accordance with and subject to the terms and limitations of this Security, Article 11 of
the Indenture and this Guarantee. This Guarantee will become effective in accordance with
Article 11 of the Indenture and its terms shall be evidenced therein. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not affixed
to any particular Security. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of December 17, 2003, among Magnum
Hunter Resources, Inc., a Nevada corporation, the Subsidiary Guarantors and Deutsche Bank
Trust Company Americas, as Trustee, as amended or supplemented (the
Indenture).

The
obligations of the undersigned to the Holders of the Securities and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article 11 of the
Indenture and reference is hereby made to the Indenture for the precise terms of the
Guarantee and all of the other provisions of the Indenture to which this Guarantee
relates.

THIS
GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. Each Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the
courts of the State of New York in any action or proceeding arising out of or relating to
this Guarantee.

This
Guarantee is subject to release upon the terms set forth in the Indenture.

IN
WITNESS WHEREOF, each Subsidiary Guarantor has caused this Guarantee to be duly executed.

|Date:_____________________ | [NAME OF SUBSIDIARY GUARANTOR], as Subsidiary  Guarantor   By:________________________________      Name:      Title:
|-------------------------- | ---------------------------------------------------------------------------------------------------------------------